Common use of REPRESENTATIONS OF THE ACQUIRING FUND Clause in Contracts

REPRESENTATIONS OF THE ACQUIRING FUND. The Acquiring Fund represents and warrants to each Selling Fund as follows: (a) The Acquiring Fund is a corporation, duly organized, validly existing and in good standing under the laws of the State of Maryland. (b) The Acquiring Fund is duly authorized in accordance with the applicable provisions of the Acquiring Fund’s Articles of Incorporation and Bylaws, each as may be amended and/or restated from time to time. (c) The Acquiring Fund is registered as a closed-end management investment company under the 1940 Act, and such registration has not been revoked or rescinded and is in full force and effect. (d) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not result, in a violation of the Acquiring Fund’s Articles of Incorporation or Bylaws, each as may be amended and/or restated from time to time, or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. (e) No litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein. (f) The financial statements of the Acquiring Fund as of its most recently completed fiscal year end have been prepared in accordance with generally accepted accounting principles and have been audited by independent auditors, and such statements (copies of which have been furnished to the Selling Fund) fairly reflect the financial condition of the Acquiring Fund as of such date, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Fund acknowledges that, for purposes of making this representation, the Acquiring Fund may rely on the opinions rendered by its independent registered public accounting firm in connection with the preparation of those annual financial statements. (g) Since the date of the financial statements referred to in subsection (f) above, there have been no material adverse changes in the Acquiring Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and the Acquiring Fund has no knowledge of any material contingent liabilities of the Acquiring Fund arising after such date. For the purposes of this subsection (g), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. (h) The Acquiring Fund Shares to be issued and delivered to the Selling Fund for the account of the Selling Fund Stockholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued shares of the Acquiring Fund, and will be fully paid and non-assessable. The Acquiring Fund has no outstanding options, warrants or other rights to subscribe for or purchase any shares of the Acquiring Fund, and has no outstanding securities convertible into shares of the Acquiring Fund. (i) The information to be furnished by the Acquiring Fund to the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. (j) Other than approval by the Acquiring Fund Stockholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such determinations of the Acquiring Fund Board as may be required by Rule 17a-8 of the 1940 Act. Subject to approval by the Acquiring Fund stockholders, this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (k) From the effective date of the Registration Statement (as defined in Section 5.7), through the time of the joint special meeting of the Selling Funds’ Stockholders and on the Closing Date, any written information furnished by the Acquiring Fund with respect to the Acquiring Fund for use in the Proxy Materials (as defined in Section 5.7), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. (l) The Acquiring Fund (i) will elect to be taxed as a RIC, will qualify for the tax treatment afforded RICs under the Code for its taxable year that includes the Closing Date, and intends to continue to qualify for such treatment for its subsequent taxable years, (ii) will be eligible to compute its U.S. federal income tax under Section 852 of the Code for the taxable year that includes the Closing Date, and (iii) will be treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) of the Code for the taxable year that includes the Closing Date. (m) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland law for the execution of this Agreement by the Acquiring Fund, or the performance of the Agreement by the Acquiring Fund, except for the effectiveness of the Registration Statement (as defined in Section 5.7) and the filing of any documents that may be required under Maryland state law and except for the filing of any documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date. (n) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

REPRESENTATIONS OF THE ACQUIRING FUND. The Acquiring Fund represents and warrants to each Selling Fund as follows: (a) The Acquiring Fund is a corporationbusiness trust, duly organized, validly existing and in good standing under the laws of the State Commonwealth of MarylandMassachusetts. (b) The Acquiring Fund is duly authorized in accordance with the applicable provisions of the Acquiring Fund’s Articles of Incorporation and Bylaws, each as may be amended and/or restated from time to time. (c) The Acquiring Fund is registered as a closed-end diversified management investment company under the 1940 Act, and such registration has not been revoked or rescinded and is in full force and effect. (dc) The Acquiring Fund is notnot in violation of, and the execution, delivery and performance of this Agreement will not result, (provided that the issuance of Acquiring Fund Shares in a violation connection with the Reorganization is subject to approval of shareholders of the Acquiring Fund’s Articles , to the extent required under the rules of Incorporation the NYSE) will not result in a violation of, the Acquiring Fund's Declaration of Trust or Bylaws, each as may be amended and/or restated from time to time, By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. (ed) No Except as otherwise disclosed in writing to and accepted by the Acquired Fund, no litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The , and the Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings proceedings. Except as otherwise disclosed in writing to and it accepted by the Acquired Fund, the Acquiring Fund is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction transactions contemplated herein. (fe) The audited financial statements of the Acquiring Fund as of its most recently completed October 31, 2010 and for the fiscal year end then ended have been prepared in accordance with generally accepted accounting principles and have been audited by independent auditors, and such statements (copies of which have been furnished to the Selling Acquired Fund) fairly reflect the financial condition of the Acquiring Fund as of such dateOctober 31, 2010, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Fund acknowledges that, for purposes unaudited financial statements of making this representation, the Acquiring Fund may rely on as of April 30, 2011, and for the opinions rendered by its independent registered public semi-annual period then ended, have been prepared in accordance with generally accepted accounting firm principles, and such statements (copies of which have been or will be furnished to the Acquired Fund) fairly reflect the financial condition of the Acquiring Fund as of April 30, 2011, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in connection with the preparation of those annual financial such statements. (gf) Since Except as otherwise disclosed in writing to and accepted by the Acquired Fund, since the date of the financial statements referred to in subsection (fe) above, there have been no material adverse changes in the Acquiring Fund’s 's financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and the Acquiring Fund has there are no knowledge of any material known contingent liabilities of the Acquiring Fund arising after such date. For the purposes of this subsection (gf), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. (g) All federal, state, local and other tax returns and reports of the Acquiring Fund required by law to be filed by it (taking into account permitted extensions for filing) have been timely filed and are complete and correct in all material respects. All federal, state, local and other taxes of the Acquiring Fund required to be paid (whether or not shown on any such return or report) have been paid or provision shall have been made for their payment and any such unpaid taxes are properly reflected on the financial statements referred to in subsection (e) above. To the best of the Acquiring Fund's knowledge, no tax authority is currently auditing or preparing to audit the Acquiring Fund, and no assessment for taxes, interest, additions to tax or penalties has been asserted against the Acquiring Fund. (h) The authorized capital of the Acquiring Fund consists of an unlimited number of common shares, par value $0.01 per share. All issued and outstanding Acquiring Fund Shares are duly and validly issued and outstanding, fully paid and non-assessable by the Acquiring Fund. The Acquiring Fund has no outstanding options, warrants, or other rights to subscribe for or purchase shares of the Acquiring Fund, and there are no outstanding securities convertible into shares of the Acquiring Fund. (i) The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, provided, however, that the consummation of the Reorganization is subject to approval of the shareholders of the Acquiring Fund of the issuance of Acquiring Fund Shares to the extent required under the rules of the NYSE. This Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights and to general equity principles. (j) The Acquiring Fund Shares to be issued and delivered to the Selling Acquired Fund for the account of the Selling Acquired Fund Stockholders Shareholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued shares of the Acquiring Fund, and will be fully paid and non-assessable. The Acquiring Fund has no outstanding options, warrants or other rights to subscribe for or purchase any shares of the Acquiring Fund, and has no outstanding securities convertible into shares of the Acquiring Fund. (ik) The information to be furnished by the Acquiring Fund to the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. (j) Other than approval by the Acquiring Fund Stockholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such determinations of the Acquiring Fund Board as may be required by Rule 17a-8 of the 1940 Act. Subject to approval by the Acquiring Fund stockholders, this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (kl) From the effective date of the Registration Statement (as defined in Section 5.75.6), through the time of the joint special meeting of the Selling Funds’ Stockholders shareholders and on the Closing Date, any written information furnished by the Acquiring Fund with respect to the Acquiring Fund for use in the Proxy Materials (as defined in Section 5.75.6), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. (lm) The Acquiring Fund (i) will elect to be taxed as a RIC, will qualify for the tax treatment afforded RICs under the Code for its For each taxable year that includes the Closing Dateof its operations, and intends to continue to qualify for such treatment for its subsequent taxable years, (ii) will be eligible to compute its U.S. federal income tax under Section 852 of the Code for including the taxable year that includes the Closing Date, the Acquiring Fund (i) has elected to qualify, has qualified or will qualify (in the case of the year that includes the Closing Date) and (iii) will be treated intends to continue to qualify as a separate corporation for U.S. RIC under the Code, (ii) has been eligible to and has computed its federal income tax purposes pursuant to under Section 851(g) 852 of the Code Code, and will do so for the taxable year that includes the Closing Date. Date and (miii) No governmental consentshas been, approvals, authorizations or filings are required under and will be (in the 1933 Act, the 1934 Act, the 1940 Act or Maryland law for the execution of this Agreement by the Acquiring Fund, or the performance case of the Agreement by the Acquiring Fund, except for the effectiveness of the Registration Statement (as defined in Section 5.7) and the filing of any documents taxable year that may be required under Maryland state law and except for the filing of any documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received and except for such consents, approvals, authorizations and filings as may be required subsequent to includes the Closing Date), treated as a separate corporation for federal income tax purposes. (n) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the Securities Act of 1933, as amended (the "1933 Act"), the 1940 Act, and any state securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

REPRESENTATIONS OF THE ACQUIRING FUND. The Acquiring Fund represents and warrants to each Selling Fund the Trust, on behalf of the Acquired Fund, as follows: (a) The Acquiring Fund is a stand-alone fund duly organized as a corporation, duly organized, validly existing and in good standing under the laws of the State of Maryland. (b) The Acquiring Fund is duly authorized in accordance with the applicable provisions of the Acquiring Fund’s Articles of Incorporation and Bylaws, each as may be amended and/or restated from time to time. (c) The Acquiring Fund is registered as a closedan open-end management investment company under the 1940 Act, the Acquiring Fund’s registration with the Commission as an investment company under the 1940 Act is in full force and effect, and the Acquiring Fund’s shares are registered under the 1933 Act and such registration has not been revoked or rescinded and is in full force and effect. (c) The current prospectus and statement of additional information of the Acquiring Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make such statements therein, in light of the circumstances under which they were made, not misleading. d) The Acquiring Fund is notnot in violation of, and the execution, delivery and performance of this Agreement will not resultnot, result in a violation of of, the Acquiring Fund’s Articles of Incorporation or Bylaws, each as may be amended and/or restated from time to time, By-Laws or of any material agreement, indenture, instrument, contract, lease, lease or other undertaking to which the Acquiring Fund is a party or by which it is bound. (e) No Except as otherwise disclosed in writing to the Acquired Fund, no litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which. Any such litigation, if adversely determined, would not materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein. (f) The audited financial statements of the Acquiring Fund as of its most recently completed November 30, 2012, and for the fiscal year end then ended have been prepared in accordance with generally accepted accounting principles and have been audited by independent auditorsprinciples, and such statements (copies of which have been furnished to the Selling Acquired Fund) fairly reflect the financial condition of the Acquiring Fund as of such date, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Fund acknowledges that, for purposes of making this representation, the Acquiring Fund may rely on the opinions rendered by its independent registered public accounting firm in connection with the preparation of those annual financial statements. (g) Since the date of the financial statements referred to in subsection sub-paragraph (f) above, there have been no material adverse changes in the Acquiring Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and ), or any incurrence by the Acquiring Fund has no knowledge of any material contingent liabilities of indebtedness maturing more than one year from the Acquiring Fund arising after date such dateindebtedness was incurred, except as otherwise disclosed to and accepted by the Acquired Fund. For the purposes of this subsection sub-paragraph (g), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. (h) All federal and other tax returns and reports of the Acquiring Fund required by law to be filed have been filed, and all federal and other taxes shown due on such returns and reports have been paid, or provision shall have been made for the payment thereof. To the best of the Acquiring Fund’s knowledge, no such return is currently under audit, and no assessment has been asserted with respect to such returns. i) All issued and outstanding Acquiring Fund Shares are duly and validly issued and outstanding, fully paid and non-assessable by the Acquiring Fund. The Acquiring Fund has no outstanding options, warrants or other rights to subscribe for or purchase any Acquiring Fund Shares, and there are no outstanding securities convertible into any Acquiring Fund Shares. j) The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund. This Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles. k) Acquiring Fund Shares to be issued and delivered to the Selling Acquired Fund for the account of the Selling Acquired Fund Stockholders Shareholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued shares of the Acquiring FundFund Shares, and will be fully paid and non-assessable. The Acquiring Fund has no outstanding options, warrants or other rights to subscribe for or purchase any shares of the Acquiring Fund, and has no outstanding securities convertible into shares of the Acquiring Fund. (il) The information to be furnished by the Acquiring Fund to the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, materials and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. (j) Other than approval by the Acquiring Fund Stockholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such determinations of the Acquiring Fund Board as may be required by Rule 17a-8 of the 1940 Act. Subject to approval by the Acquiring Fund stockholders, this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (km) From the effective date of the Registration Statement (as defined in Section paragraph 5.7), through the time of the joint special meeting of the Selling Funds’ Stockholders Acquired Fund Shareholders and on the Closing Date, any written information furnished by the Acquiring Fund with respect to the Acquiring Fund for use in the Proxy Materials (as defined in Section paragraph 5.7), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. (ln) The Acquiring Fund (i) will elect has qualified and elected to be taxed treated as a RIC, will RIC under the Code as of and since its first taxable year; and qualifies and shall continue to qualify for the tax treatment afforded RICs as a RIC under the Code for its current taxable year that includes the Closing Date, and intends to continue to qualify for such treatment for its subsequent taxable years, (ii) will be eligible to compute its U.S. federal income tax under Section 852 of the Code for the taxable year that includes the Closing Date, and (iii) will be treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) of the Code for the taxable year that includes the Closing Dateyear. (mo) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or the State of Maryland law for the execution of this Agreement by the Acquiring Fund, for itself and on behalf of the Acquiring Fund, or the performance of the Agreement by the Acquiring Fund, except for itself and on behalf of the Acquiring Fund, except, in each case, for: (i) the effectiveness of the Registration Statement (as defined in Section 5.7) Statement, and the filing of any documents that may be required under Maryland state law and except for the filing of any articles, certificates or other documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and State of Maryland law; (ii) such other consents, approvals, authorizations and filings as have been made or received received; and except for (iii) such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date. (np) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

REPRESENTATIONS OF THE ACQUIRING FUND. The Acquiring Fund represents and warrants to each Selling Fund as follows: (a) The Acquiring Fund is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of MarylandMinnesota. (b) The Acquiring Fund is duly authorized in accordance with the applicable provisions of the Acquiring Fund’s Articles of Incorporation and Bylaws, each as may be amended and/or restated from time to time. (c) The Acquiring Fund is registered as a closed-end management investment company under the 1940 Act, and such registration has not been revoked or rescinded and is in full force and effect. (dc) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not result, in a violation of the Acquiring Fund’s Articles of Incorporation or BylawsIncorporation, each as may be amended and/or restated from time to time(the “Articles”), By-Laws, Statement Establishing and Fixing the Rights and Preferences of Variable Rate MuniFund Term Preferred Shares (the “VMTP Statement”), or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. (ed) No litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction transactions contemplated herein. (fe) The financial statements of the Acquiring Fund as of its most recently completed February 29, 2012 and for the fiscal year end then ended have been prepared in accordance with generally accepted accounting principles and have been audited by independent auditors, and such statements (copies of which have been furnished to the Selling each Acquired Fund) fairly reflect the financial condition of the Acquiring Fund as of such dateFebruary 29, 2012, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Fund acknowledges that, for purposes of making this representation, the Acquiring Fund may rely on the opinions rendered by its independent registered public accounting firm in connection with the preparation of those annual financial statements. (gf) Since the date of the financial statements referred to in subsection (fe) above, there have been no material adverse changes in the Acquiring Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and the Acquiring Fund has there are no knowledge of any material known contingent liabilities of the Acquiring Fund arising after such date. For the purposes of this subsection (gf), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. (g) All federal, state, local and other tax returns and reports of the Acquiring Fund required by law to be filed by it (taking into account permitted extensions for filing) have been timely filed and are complete and correct in all material respects. All federal, state, local and other taxes of the Acquiring Fund required to be paid (whether or not shown on any such return or report) have been paid or provision shall have been made for their payment and any such unpaid taxes are properly reflected on the financial statements referred to in subsection (e) above. To the best of the Acquiring Fund’s knowledge, no tax authority is currently auditing or preparing to audit the Acquiring Fund, and no assessment for taxes, interest, additions to tax or penalties has been asserted against the Acquiring Fund. (h) The authorized capital of the Acquiring Fund consists of 200,000,000 shares of common stock and 1,000,000 shares of preferred stock, par value $0.01 per share. All issued and outstanding shares of the Acquiring Fund are duly and validly issued, fully paid and non-assessable by the Acquiring Fund. The Acquiring Fund has no outstanding options, warrants, or other rights to subscribe for or purchase shares of the Acquiring Fund, and has no outstanding securities convertible into shares of the Acquiring Fund. (i) The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including the determinations of the Acquiring Fund Board required pursuant to Rule 17a-8(a) of the 1940 Act. Subject to approval by shareholders, this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (j) The Acquiring Fund Shares to be issued and delivered to the Selling each Acquired Fund for the account of the Selling Acquired Fund Stockholders Shareholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued shares of the Acquiring Fund, and will be fully paid and non-assessable. The Acquiring Fund has no outstanding options, warrants or other rights to subscribe for or purchase any shares of the Acquiring Fund, and has no outstanding securities convertible into shares of the Acquiring Fund. (ik) The information to be furnished by the Acquiring Fund to the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. (j) Other than approval by the Acquiring Fund Stockholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such determinations of the Acquiring Fund Board as may be required by Rule 17a-8 of the 1940 Act. Subject to approval by the Acquiring Fund stockholders, this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (kl) From the effective date of the Registration Statement (as defined in Section 5.7), ) through the time of the joint special meeting of the Selling Funds’ Stockholders shareholders and on the Closing Date, any written information furnished by the Acquiring Fund with respect to the Acquiring Fund for use in the Proxy Materials (as defined in Section 5.7), or any other materials provided in connection with the ReorganizationReorganizations, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. (lm) The Acquiring Fund (i) will elect to be taxed as a RICFor each taxable year of its operations, will qualify for including the tax treatment afforded RICs under the Code for its taxable year that includes the Closing Date, the Acquiring Fund (i) has elected to qualify, has qualified or will qualify (in the case of the year that includes the Closing Date) and intends to continue to qualify for such treatment for its subsequent taxable yearsas a RIC under the Code, (ii) will be has been eligible to compute and has computed its U.S. federal income tax under Section 852 of the Code Code, and will do so for the taxable year that includes the Closing Date, and (iii) has been, and will be treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) (in the case of the Code for the taxable year that includes the Closing Date. (m) No governmental consents), approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland law treated as a separate corporation for the execution of this Agreement by the Acquiring Fund, or the performance of the Agreement by the Acquiring Fund, except for the effectiveness of the Registration Statement (as defined in Section 5.7) and the filing of any documents that may be required under Maryland state law and except for the filing of any documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Datefederal income tax purposes. (n) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

REPRESENTATIONS OF THE ACQUIRING FUND. The Acquiring Fund Registrant, on behalf of the Acquiring Fund, represents and warrants to each Selling the Acquired Fund Registrant, on behalf of the Acquired Fund, as follows: (a) The Acquiring Fund is a corporationlegally designated, separate series of a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Maryland. (b) The Acquiring Fund is duly authorized in accordance with the applicable provisions of the Acquiring Fund’s Articles of Incorporation and Bylaws, each as may be amended and/or restated from time to time. (c) The Acquiring Fund Registrant is registered as a closedan open-end management investment company under the 1940 Act, the Acquiring Fund Registrant’s registration with the Commission as an investment company under the 1940 Act is in full force and effect, and the Acquiring Fund Shares are registered under the 1933 Act and such registration has not been revoked or rescinded and is in full force and effect. (c) The current prospectus and statement of additional information of the Acquiring Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make such statements therein, in light of the circumstances under which they were made, not misleading. d) The Acquiring Fund is notnot in violation of, and the execution, delivery and performance of this Agreement will not resultnot, result in a violation of of, the Acquiring FundFund Registrant’s Articles of Incorporation or Bylaws, each as may be amended and/or restated from time to time, By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. (e) No Except as otherwise disclosed in writing to the Acquired Fund, no litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which. Any such litigation, if adversely determined, would not materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein. (f) The audited financial statements of the Acquiring Fund as of its most recently completed November 30, 2010 and for the fiscal year end then ended have been prepared in accordance with generally accepted accounting principles and have been audited by independent auditorsprinciples, and such statements (copies of which have been furnished to the Selling FundAcquired Funds) fairly reflect the financial condition of the Acquiring Fund as of such date, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Fund acknowledges that, for purposes of making this representation, the Acquiring Fund may rely on the opinions rendered by its independent registered public accounting firm in connection with the preparation of those annual financial statements. (g) Since the date of the financial statements referred to in subsection sub-paragraph (f) above, there have been no material adverse changes in the Acquiring Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and ), or any incurrence by the Acquiring Fund has no knowledge of any material contingent liabilities of indebtedness maturing more than one year from the Acquiring Fund arising after date such dateindebtedness was incurred, except as otherwise disclosed to and accepted by the Acquired Fund. For the purposes of this subsection sub-paragraph (g), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. (h) The All federal and other tax returns and reports of the Acquiring Fund required by law to be filed have been filed, and all federal and other taxes shown due on such returns and reports have been paid, or provision shall have been made for the payment thereof. To the best of the Acquiring Fund’s knowledge, no such return is currently under audit, and no assessment has been asserted with respect to such returns. i) All issued and outstanding Acquiring Fund Shares to be issued and delivered to the Selling Fund for the account of the Selling Fund Stockholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be are duly and validly issued shares of the Acquiring Fundand outstanding, and will be fully paid and non-assessableassessable by the Acquiring Fund. The Acquiring Fund has no outstanding options, warrants warrants, or other rights to subscribe for or purchase any shares of the Acquiring FundFund Shares, and has there are no outstanding securities convertible into shares of the any Acquiring FundFund Shares. (ij) The information to be furnished by the Acquiring Fund to the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. (j) Other than approval by the Acquiring Fund Stockholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such determinations of the Acquiring Fund Board as may be required by Rule 17a-8 of the 1940 Act. Subject to approval by the Acquiring Fund stockholders, this This Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (k) Acquiring Fund Shares to be issued and delivered to the Acquired Fund for the account of the Acquired Fund Shareholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued Acquiring Fund Shares, and will be fully paid and non-assessable. l) The information to be furnished by the Acquiring Fund for use in no-action letters, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. m) From the effective date of the Registration Statement (as defined in Section paragraph 5.7), through the time of the joint special meeting of the Selling Funds’ Stockholders Acquired Fund Shareholders and on the Closing Date, any written information furnished by the Acquiring Fund Registrant with respect to the Acquiring Fund for use in the Proxy Materials (as defined in Section paragraph 5.7), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. (ln) The Acquiring Fund (i) will elect has qualified and elected to be taxed treated as a RIC, will RIC under the Code as of and since its first taxable year; and qualifies and shall continue to qualify for the tax treatment afforded RICs as a RIC under the Code for its current taxable year that includes the Closing Date, and intends to continue to qualify for such treatment for its subsequent taxable years, (ii) will be eligible to compute its U.S. federal income tax under Section 852 of the Code for the taxable year that includes the Closing Date, and (iii) will be treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) of the Code for the taxable year that includes the Closing Dateyear. (mo) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland law for the execution of this Agreement by the Acquiring Fund Registrant, for itself and on behalf of the Acquiring Fund, or the performance of the Agreement by the Acquiring Fund Registrant, for itself and on behalf of the Acquiring Fund, except except, in each case, for (i) the effectiveness of the Registration Statement (as defined in Section 5.7) Statement, and the filing of any articles, certificates or other documents that may be required under Maryland state law and except for the filing of any documents that may be required under the 1933 Actlaw, the 1934 Act and the 1940 Act and (ii) such other consents, approvals, authorizations and filings as have been made or received received, and except for (iii) such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date. (np) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

REPRESENTATIONS OF THE ACQUIRING FUND. The Trust, on behalf of the Acquiring Fund Fund, represents and warrants to each Selling Fund as follows: (a) The Acquiring Fund Trust is a corporation, business trust duly organized, validly existing and in good standing under the laws of the State Commonwealth of MarylandMassachusetts. (b) The Acquiring Fund is a separate series of the Trust duly authorized in accordance with the applicable provisions of the Acquiring FundTrust’s Articles Declaration of Incorporation and Bylaws, each as may be amended and/or restated from time to timeTrust. (c) The Acquiring Fund Trust is registered as a closedan open-end management investment company under the 1940 Act, and such registration has not been revoked or rescinded and is in full force and effect. (d) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not result, in a violation of the Acquiring FundTrust’s Articles Declaration of Incorporation Trust or Bylaws, each as may be amended and/or restated from time to time, By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. (e) No litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its the Acquiring Fund’s financial condition, the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein. (f) The financial statements of the Acquiring Fund as of its most recently completed August 31, 2016 and for the fiscal year end then ended have been prepared in accordance with generally accepted accounting principles and have been audited by an independent auditorsregistered public accounting firm, and such statements (copies of which have been furnished to the Selling Target Fund) fairly reflect the financial condition of the Acquiring Fund as of August 31, 2016, and there are no known liabilities, contingent or otherwise, of the Acquiring Fund as of such datedate that are not disclosed in such statements. (g) The financial statements of the Acquiring Fund as of February 28, 2017, and for the period then ended have been prepared in accordance with generally accepted accounting principles, and such statements (copies of which have been furnished to the Target Fund) fairly reflect the financial condition of the Acquiring Fund as of February 28, 2017, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Fund acknowledges that, for purposes of making this representation, the Acquiring Fund may rely on the opinions rendered by its independent registered public accounting firm in connection with the preparation of those annual financial statements. (gh) Since the date of the financial statements referred to in subsection (fg) above, there have been no material adverse changes in the Acquiring Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and the Acquiring Fund has there are no knowledge of any material known contingent liabilities of the Acquiring Fund arising after such date. For the purposes of this subsection (gh), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. (hi) All federal, state, local and other tax returns and reports of the Acquiring Fund required by law to be filed by it (taking into account permitted extensions for filing) have been timely filed and are complete and correct in all material respects. All federal, state, local and other taxes of the Acquiring Fund required to be paid (whether or not shown on any such return or report) have been paid or provision shall have been made for their payment and any such unpaid taxes, as of the date of the financial statements referred to above, are properly reflected thereon. To the best of the Acquiring Fund’s knowledge, no tax authority is currently auditing or preparing to audit the Acquiring Fund, and no assessment for taxes, interest, additions to tax or penalties has been asserted against the Acquiring Fund. (j) All issued and outstanding shares of the Acquiring Fund are, and, as of the Closing will be, duly and validly issued, fully paid and non-assessable by the Acquiring Fund (recognizing that under Massachusetts law, Acquiring Fund shareholders, under certain circumstances, could be held personally liable for the obligations of the Acquiring Fund). The Acquiring Fund has no outstanding options, warrants, or other rights to subscribe for or purchase shares of the Acquiring Fund, and there are no outstanding securities convertible into shares of the Acquiring Fund. (k) The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including the determination of the Board required pursuant to Rule 17a-8(a) of the 1940 Act. This Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (l) The Acquiring Fund Shares to be issued and delivered to the Selling Target Fund for the account of the Selling Target Fund Stockholders Shareholders pursuant to the terms of this Agreement will, at the Closing Datetime of the Closing, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued shares of the Acquiring Fund, and will be fully paid and non-assessable. The assessable (recognizing that under Massachusetts law, Acquiring Fund has no outstanding optionsshareholders, warrants or other rights to subscribe under certain circumstances, could be held personally liable for or purchase any shares the obligations of the Acquiring Fund, and has no outstanding securities convertible into shares of the Acquiring Fund). (im) The information to be furnished by the Acquiring Fund to the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities laws and other laws and regulations. (j) Other than approval by the Acquiring Fund Stockholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such determinations of the Acquiring Fund Board as may be required by Rule 17a-8 of the 1940 Act. Subject to approval by the Acquiring Fund stockholders, this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (kn) From the effective date of the Registration Statement (as defined in Section 5.7), through the time of the joint special meeting of the Selling Funds’ Stockholders Target Fund shareholders and on the Closing Date, any written information furnished by the Acquiring Fund Trust with respect to the Acquiring Fund for use in the Registration Statement, Proxy Materials (as defined in Section 5.7)and any supplement or amendment thereto or to the documents included or incorporated by reference therein, or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. (lo) The Acquiring Fund (i) will elect to be taxed as a RICFor each taxable year of its operations, will qualify for including the tax treatment afforded RICs under the Code for its taxable year that includes the Closing Date, the Acquiring Fund (i) has elected to qualify, has qualified or will qualify (in the case of the year that includes the Closing Date) and intends to continue to qualify for such treatment for its subsequent taxable years, as a RIC under the Code; (ii) will be has been eligible to compute and has computed its U.S. federal income tax under Section 852 of the Code Code, and will do so for the taxable year that includes the Closing Date, ; and (iii) has been, and will be (in the case of the taxable year that includes the Closing Date), treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) of the Code for the taxable year that includes the Closing DateCode. (m) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland law for the execution of this Agreement by the Acquiring Fund, or the performance of the Agreement by the Acquiring Fund, except for the effectiveness of the Registration Statement (as defined in Section 5.7) and the filing of any documents that may be required under Maryland state law and except for the filing of any documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date. (n) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

REPRESENTATIONS OF THE ACQUIRING FUND. The Trust, on behalf of the Acquiring Fund Fund, represents and warrants to each Selling Fund the Trust, on behalf of the Acquired Fund, as follows: (a) The Acquiring Fund is a corporationlegally designated, separate series of a statutory trust duly organized, validly existing existing, and in good standing under the laws of the State Commonwealth of MarylandMassachusetts. (b) The Acquiring Fund is duly authorized in accordance with the applicable provisions of the Acquiring Fund’s Articles of Incorporation and Bylaws, each as may be amended and/or restated from time to time. (c) The Acquiring Fund Trust is registered as a closedan open-end management investment company under the 1940 Act, and such the Trust registration has not been revoked or rescinded with the Securities and Exchange Commission (the “Commission”) as an investment company under the 1940 Act is in full force and effect. (c) The current prospectus and statement of additional information of the Acquiring Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make such statements therein, in light of the circumstances under which they were made, not misleading. d) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not resultnot, result in a violation of the Acquiring FundTrust’s Articles Declaration of Incorporation Trust or Bylaws, each as may be amended and/or restated from time to time, By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. (e) No Except as otherwise disclosed in writing to and accepted by the Acquired Fund, no litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein. (f) The financial statements of the Acquiring Fund as of its most recently completed July 31, 2009 and for the fiscal year end then ended have been prepared in accordance with generally accepted accounting principles and have been audited by independent auditorsprinciples, and such statements (copies of which have been furnished to the Selling FundAcquired Funds) fairly reflect the financial condition of the Acquiring Fund as of such date, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Fund acknowledges that, for purposes of making this representation, the Acquiring Fund may rely on the opinions rendered by its independent registered public accounting firm in connection with the preparation of those annual financial statements. (g) Since the date of the financial statements referred to in subsection paragraph (f) above, there have been no material adverse changes in the Acquiring Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and ), or any incurrence by the Acquiring Fund has no knowledge of any material contingent liabilities of indebtedness maturing more than one year from the Acquiring Fund arising after date such dateindebtedness was incurred, except as otherwise disclosed to and accepted by the Acquired Fund. For the purposes of this subsection paragraph (g), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. (h) The All federal and other tax returns and reports of the Acquiring Fund required by law to be filed have been filed. All federal and other taxes shown due on such returns and reports have been paid, or provision shall have been made for the payment thereof. To the best of the Acquiring Fund’s knowledge, no such return is currently under audit, and no assessment has been asserted with respect to such returns. i) All issued and outstanding Acquiring Fund Shares to be issued and delivered to the Selling Fund for the account of the Selling Fund Stockholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be are duly and validly issued shares of the Acquiring Fundand outstanding, and will be fully paid and non-assessableassessable by the Acquiring Fund. The Acquiring Fund has no outstanding options, warrants warrants, or other rights to subscribe for or purchase any shares of the Acquiring FundFund Shares, and has there are no outstanding securities convertible into shares of the any Acquiring FundFund Shares. (ij) The information to be furnished by the Acquiring Fund to the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. (j) Other than approval by the Acquiring Fund Stockholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such determinations of the Acquiring Fund Board as may be required by Rule 17a-8 of the 1940 Act. Subject to approval by the Acquiring Fund stockholders, and this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (k) Acquiring Fund Shares to be issued and delivered to the Acquired Fund for the account of the Acquired Fund Shareholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued Acquiring Fund Shares, and will be fully paid and non-assessable. l) The information to be furnished by the Acquiring Fund for use in no-action letters, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. m) From the effective date of the Registration Statement (as defined in Section paragraph 5.7), through the time of the joint special meeting of the Selling Funds’ Stockholders Acquired Fund Shareholders and on the Closing Date, any written information furnished by the Acquiring Fund with respect to the Acquiring Fund for use in the Proxy Materials (as defined in Section paragraph 5.7), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. (ln) The Acquiring Fund (i) will elect has qualified and elected to be taxed treated as a RIC, will RIC under the Code as of and since its first taxable year; and qualifies and shall continue to qualify for the tax treatment afforded RICs as a RIC under the Code for its current taxable year that includes the Closing Date, and intends to continue to qualify for such treatment for its subsequent taxable years, (ii) will be eligible to compute its U.S. federal income tax under Section 852 of the Code for the taxable year that includes the Closing Date, and (iii) will be treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) of the Code for the taxable year that includes the Closing Dateyear. (mo) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland Massachusetts law for the execution of this Agreement by the Acquiring FundTrust, or the performance for itself and on behalf of the Agreement by the Acquiring Acquired Fund, except for the effectiveness of the Registration Statement (as defined in Section 5.7) Statement, and the filing of any articles, certificates or other documents that may be required under Maryland state law Massachusetts law, and except for the filing of any documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received received, and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date, it being understood, however, that this Agreement and the transactions contemplated herein must be approved by the shareholders of the Acquired Fund as described in paragraph 5.2. (np) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

REPRESENTATIONS OF THE ACQUIRING FUND. The Trust, on behalf of the Acquiring Fund Fund, represents and warrants to each Selling Fund the Acquired Fund, as follows: (a) The Acquiring Fund is a corporationseparate series of a business trust, duly organized, validly existing and in good standing under the laws of the State Commonwealth of MarylandMassachusetts. (b) The Acquiring Fund is duly authorized in accordance with the applicable provisions of the Acquiring Fund’s Articles of Incorporation and Bylaws, each as may be amended and/or restated from time to time. (c) The Acquiring Fund Trust is registered as a closedan open-end management investment company under the 1940 Act, and such the Trust’s registration has not been revoked or rescinded and with the Commission as an investment company under the 1940 Act is in full force and effect. (c) The current prospectus and statement of additional information of the Acquiring Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make such statements therein, in light of the circumstances under which they were made, not misleading. d) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not resultnot, result in a violation of the Acquiring FundTrust’s Articles Declaration of Incorporation Trust or Bylaws, each as may be amended and/or restated from time to time, By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. (e) No Except as otherwise disclosed in writing to and accepted by the Acquired Fund, no litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein. (f) The Acquiring Fund commenced operations on March __, 2009 and accordingly has not prepared audited or unaudited financial statements at the date of this Agreement. g) All federal and other tax returns and reports of the Acquiring Fund as of its most recently completed fiscal year end required by law to be filed, have been prepared in accordance with generally accepted accounting principles filed, and all federal and other taxes shown due on such returns and reports have been audited by independent auditorspaid, and such statements (copies of which or provision shall have been furnished to made for the Selling Fund) fairly reflect payment thereof. To the financial condition best of the Acquiring Fund as of such date, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Fund acknowledges that, for purposes of making this representation, the Acquiring Fund may rely on the opinions rendered by its independent registered public accounting firm in connection with the preparation of those annual financial statements. (g) Since the date of the financial statements referred to in subsection (f) above, there have been no material adverse changes in the Acquiring Fund’s financial conditionknowledge, assetsno such return is currently under audit, liabilities or business (other than changes occurring in the ordinary course of business) and the Acquiring Fund no assessment has no knowledge of any material contingent liabilities of the Acquiring Fund arising after been asserted with respect to such date. For the purposes of this subsection (g), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse changereturns. (h) The All issued and outstanding Acquiring Fund Shares to be issued and delivered to the Selling Fund for the account of the Selling Fund Stockholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be are duly and validly issued shares of the Acquiring Fundand outstanding, and will be fully paid and non-assessableassessable by the Acquiring Fund. The Acquiring Fund has no outstanding options, warrants warrants, or other rights to subscribe for or purchase any shares of the Acquiring FundFund Shares, and has there are no outstanding securities convertible into shares of the any Acquiring FundFund Shares. (i) The information to be furnished by the Acquiring Fund to the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. (j) Other than approval by the Acquiring Fund Stockholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such determinations of the Acquiring Fund Board as may be required by Rule 17a-8 of the 1940 Act. Subject to approval by the Acquiring Fund stockholders, and this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (j) Acquiring Fund Shares to be issued and delivered to the Acquired Fund for the account of the Acquired Fund Shareholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued Acquiring Fund Shares, and will be fully paid and non-assessable. k) The information to be furnished by the Acquiring Fund for use in no-action letters, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. l) From the effective date of the Registration Statement (as defined in Section paragraph 5.7), through the time of the joint special meeting of the Selling Funds’ Stockholders Acquired Fund Shareholders and on the Closing Date, any written information furnished by the Acquiring Fund Trust with respect to the Acquiring Fund for use in the Proxy Materials (as defined in Section paragraph 5.7), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. (lm) The Acquiring Fund (i) will qualify and elect to be taxed treated as a RIC, will qualify for the tax treatment afforded RICs RIC under the Code for its first taxable year that includes the Closing Date, and intends to continue to qualify for such treatment for its subsequent taxable years, (ii) will be eligible to compute its U.S. federal income tax under Section 852 of the Code for the taxable year that includes the Closing Date, and (iii) will be treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) of the Code for the taxable year that includes the Closing Dateyear. (mn) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland Massachusetts law for the execution of this Agreement by the Trust, for itself and on behalf of the Acquiring Fund, or the performance of the Agreement by the Trust, for itself and on behalf of the Acquiring Fund, except for the effectiveness of the Registration Statement (as defined in Section 5.7) Statement, and the filing of any articles, certificates or other documents that may be required under Maryland state law and except for the filing of any documents that may be required under the 1933 ActMassachusetts law, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received received, and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date. (no) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

REPRESENTATIONS OF THE ACQUIRING FUND. The TPM and the Acquiring Fund represents represent and warrants warrant to each Selling Unified and the Acquired Fund as follows: (a) The Acquiring Fund is a corporationseparate series of a statutory trust, duly organized, validly existing and in good standing under the laws of the State of MarylandDelaware. (b) The Acquiring Fund is duly authorized in accordance a separate series of a Delaware statutory trust that is registered as an open-end management investment company, and such Delaware statutory trust’s registration with the applicable provisions of SEC as an investment company under the Acquiring Fund’s Articles of Incorporation 1940 Act is in full force and Bylaws, each as may be amended and/or restated from time to timeeffect. (c) The current Prospectus and Statement of Additional Information of the Acquiring Fund is registered as a closed-end management investment company under conform in all material respects to the applicable requirements of the 1933 Act and the 1940 ActAct and the rules and regulations thereunder, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make such registration has statements therein, in light of the circumstances under which they were made, not been revoked or rescinded and is in full force and effectmisleading. (d) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not result, result in a violation of the Acquiring Fundany material provision of TPM’s Articles Declaration of Incorporation or Bylaws, each as may be amended and/or restated from time to time, Trust or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. (e) No Except as otherwise disclosed in writing to the Acquired Fund and accepted by the Acquired Fund, no litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending pending, or to its knowledge knowledge, threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, condition and the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein. (f) The financial statements If the Reorganization is a shell reorganization, there shall be no issued and outstanding shares of the Acquiring Fund as of its most recently completed fiscal year end have been prepared in accordance with generally accepted accounting principles and have been audited by independent auditors, and such statements (copies of which have been furnished prior to the Selling Fund) fairly reflect the financial condition Closing Date other than those issued to a seed capital investor (which shall be an affiliate of the Acquiring Fund as of such date, and there are no known contingent liabilities Fund) in order to commence operations of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Fund acknowledges that, for purposes of making this representation, the Acquiring Fund may rely on the opinions rendered by its independent registered public accounting firm in connection with the preparation of those annual financial statements.Fund; (g) Since the date of the financial statements referred to in subsection (f) above, there have been no material adverse changes in the Acquiring Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) All issued and the Acquiring Fund has no knowledge of any material contingent liabilities of the Acquiring Fund arising after such date. For the purposes of this subsection (g), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. (h) The outstanding Acquiring Fund Shares to be issued are, and delivered to the Selling Fund for the account of the Selling Fund Stockholders pursuant to the terms of this Agreement will, at the Closing DateDate will be, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued shares of the Acquiring Fundand outstanding, and will be fully paid and non-assessableassessable by the Acquiring Fund. The Acquiring Fund has no outstanding options, warrants warrants, or other rights to subscribe for or purchase any shares Acquiring Fund Shares, and there are no outstanding securities convertible into any Acquiring Fund Shares. (h) The execution, delivery, and performance of this Agreement has been duly authorized by all necessary action on the part of the Acquiring Fund, and has no outstanding securities convertible into shares this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (i) The information to be furnished by the Acquiring Fund to the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities laws and other laws and regulations. (j) Other than approval by the Acquiring Fund Stockholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such determinations of the Acquiring Fund Board as may be required by Rule 17a-8 of the 1940 Act. Subject to approval by the Acquiring Fund stockholders, this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (k) From the effective date of the Registration Statement (as defined in Section paragraph 5.7), through the time of the joint special meeting of the Selling Funds’ Stockholders Acquired Fund Shareholders and on the Closing Date, any written information furnished by the Acquiring Fund TPM with respect to the Acquiring Fund for use in the Proxy Materials Statement/Prospectus (as defined in Section paragraph 5.7), the Registration Statement or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not materially misleading. (l) The Acquiring Fund (i) will elect to be taxed as a RIC, will qualify for the tax treatment afforded RICs under the Code for its taxable year that includes the Closing Date, and intends to continue to qualify for such treatment for its subsequent taxable years, (ii) will be eligible to compute its U.S. federal income tax under Section 852 of the Code for the taxable year that includes the Closing Date, and (iii) will be treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) of the Code for the taxable year that includes the Closing Date. (m) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland law for the execution of this Agreement by the Acquiring Fund, or the performance of the Agreement by the Acquiring Fund, except for the effectiveness of the Registration Statement (as defined in Section 5.7) and the filing of any documents that may be required under Maryland state law and except for the filing of any documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date. (nk) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state blue sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date. (l) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Delaware law for the execution of this Agreement by TPM, for itself and on behalf of the Acquiring Fund, or the performance of the Agreement by TPM, for itself and on behalf of the Acquiring Fund, except for the effectiveness of the Registration Statement and such other consents, approvals, authorizations and filings as have been made or received, and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date. (m) The Acquiring Fund intends to qualify as a RIC under the Code and will continue to qualify as a RIC through the end of its first taxable year.

REPRESENTATIONS OF THE ACQUIRING FUND. The Acquiring Fund represents and warrants to each Selling the Acquired Fund as follows: (a) The Acquiring Fund is a corporationstatutory trust, duly organized, validly existing and in good standing under the laws of the State of MarylandDelaware. (b) The Acquiring Fund is duly authorized in accordance with the applicable provisions of the Acquiring Fund’s Articles Agreement and Declaration of Incorporation Trust and Bylaws, each as may be amended and/or restated from time to time. (c) The Acquiring Fund is registered as a closed-end management investment company under the 1940 Act, and such registration has not been revoked or rescinded and is in full force and effect. (d) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement (subject to shareholder approval) will not result, in a violation of the Acquiring Fund’s Articles Declaration of Incorporation Trust or Bylaws, each as may be amended and/or restated from time to time, or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. (e) No litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein. (f) The financial statements of the Acquiring Fund as of its most recently completed fiscal year end have been prepared in accordance with generally accepted accounting principles and have been audited by independent auditors, and such statements (copies of which have been furnished made available to the Selling Acquired Fund) fairly reflect the financial condition of the Acquiring Fund as of such date, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Acquired Fund acknowledges that, for purposes of making this representation, the Acquiring Fund may rely on the opinions rendered by its independent registered public accounting firm in connection with the preparation of those annual financial statements. (g) Since the date of the financial statements referred to in subsection (f) above, there have been no material adverse changes in the Acquiring Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and the Acquiring Fund has no knowledge of any material contingent liabilities of the Acquiring Fund arising after such date. For the purposes of this subsection (g), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. (h) All U.S. federal, state, local and other tax returns and reports of the Acquiring Fund required by law to be filed by it (taking into account permitted extensions for filing) have been timely filed and are correct in all material respects. All U.S. federal, state, local and other taxes required to be paid (whether or not shown on any such return or report) have been paid, or provision shall have been made for the payment thereof and any such unpaid taxes are properly reflected on the financial statements referred to in subsection (f) above. To the best of the Acquiring Fund’s knowledge, no tax authority is currently auditing or preparing to audit the Acquiring Fund, and no assessment for taxes, interest, additions to tax, or penalty has been asserted against the Acquiring Fund. (i) The Acquiring Fund Shares to be issued and delivered to the Selling Acquired Fund for the account of the Selling Acquired Fund Stockholders Shareholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued shares of the Acquiring Fund, and will be fully paid and non-assessable. The Acquiring Fund has no outstanding options, warrants or other rights to subscribe for or purchase any shares of the Acquiring Fund, and has no outstanding securities convertible into shares of the Acquiring Fund. (ij) The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such determinations of the Acquiring Fund Board as may be required by Rule 17a-8 of the 1940 Act. Subject to approval by the Acquiring Fund shareholders (the “Acquiring Fund Shareholders”), this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (k) The information to be furnished by the Acquiring Fund to the Selling Acquired Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. (j) Other than approval by the Acquiring Fund Stockholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such determinations of the Acquiring Fund Board as may be required by Rule 17a-8 of the 1940 Act. Subject to approval by the Acquiring Fund stockholders, this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (kl) From the effective date of the Registration Statement (as defined in Section 5.75.6), through the time date of the joint special annual meeting of the Selling Funds’ Stockholders Acquiring Fund Shareholders called pursuant to Section 5.2 and on the Closing Date, any written information furnished by the Acquiring Fund with respect to the Acquiring Fund for use in the Joint Proxy Materials Statement/Prospectus (as defined in Section 5.75.6), or any other materials provided in connection with the ReorganizationMerger, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. (lm) The Acquiring Fund Joint Proxy Statement/Prospectus (idefined in Section 5.6) initially filed with the Securities and Exchange Commission (the “Commission”) on or about July 6, 2018 on Form N-14, which will elect become effective prior to the Closing Date, conforms and, as of its effective date and the Closing Date, will conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not and, as of its effective date and the Closing Date, will not include any untrue statement of a material fact or omit to state any material fact required to be taxed as a RICstated therein or necessary to make the statements therein, will qualify for in light of the tax treatment afforded RICs circumstances under which they were made, not materially misleading. (n) For each taxable year of its operations (including the Code for its taxable year that includes the Closing Date), the Acquiring Fund (i) has elected to qualify, and has qualified or will qualify (in the case of the taxable year that includes the Closing Date) as a RIC under the Code and intends to continue to qualify for such treatment for its subsequent taxable years, (ii) will be has been eligible to compute and has computed its U.S. federal income tax under Section 852 of the Code Code, and will do so for the taxable year that includes the Closing Date, and (iii) has been, and will be (in the case of the taxable year that includes the Closing Date), treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) of the Code for Code. The Acquiring Fund has not taken any action, caused any action to be taken or caused any action to fail to be taken which action or failure could cause the taxable year that includes Acquiring Fund to fail to qualify as a RIC under the Closing DateCode. (mo) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland Delaware law for the execution of this Agreement by the Acquiring Fund, or the performance of the Agreement by the Acquiring Fund, except for the effectiveness of the Registration Statement (as defined in Section 5.7) and the filing of any documents that may be required under Maryland state law and except for the filing of any documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received and except for such consents, approvals, authorizations and filings as may will be required subsequent to the Closing Dateobtained. (np) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

REPRESENTATIONS OF THE ACQUIRING FUND. The Trust on behalf of the Acquiring Fund represents and warrants to each Selling the Trust on behalf of the Acquired Fund as follows: (a) The Acquiring Fund is a corporationlegally designated, separate series of a business trust duly organized, validly existing and in good standing under the laws of the State of MarylandMassachusetts. (b) The Acquiring Fund is duly authorized in accordance with the applicable provisions of the Acquiring Fund’s Articles of Incorporation and Bylaws, each as may be amended and/or restated from time to time. (c) The Acquiring Fund Trust is registered as a closedan open-end management investment company under the 1940 Act, and such the Acquiring Fund's registration has not been revoked or rescinded and with the Commission as an investment company under the 1940 Act is in full force and effect. (c) The current prospectus and statement of additional information of the Acquiring Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act, and the rules and regulations thereunder, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make such statements therein, in light of the circumstances under which they were made, not misleading. d) The Acquiring Fund is notnot in violation of, and the execution, delivery and performance of this Agreement will not result, result in a violation of any provision of the Acquiring Fund’s Articles Trust's Amended and Restated Agreement and Declaration of Incorporation Trust or Bylaws, each as may be amended and/or restated from time to time, By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. (e) No litigation, administrative proceeding proceeding, or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business business, or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein. (f) The financial statements of the Acquiring Fund as of its most recently completed August 31, 2006, and for the fiscal year end then ended, have been prepared in accordance with generally accepted accounting principles principles, and have been audited by PricewaterhouseCoopers LLP, independent auditorsregistered public accounting firm, and such statements (copies of which have been furnished to the Selling Acquired Fund) fairly and accurately reflect the financial condition of the Acquiring Fund as of such date, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. . g) The Selling Fund acknowledges that, for purposes unaudited financial statements of making this representation, the Acquiring Fund may rely on as of February 28, 2007, and for the opinions rendered by its independent registered public six months then ended, have been prepared in accordance with generally accepted accounting firm principles, and such statements (copies of which have been furnished to the Acquired Fund) fairly and accurately reflect the financial condition of the Acquiring Fund as of such date, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in connection with the preparation of those annual financial such statements. (gh) Since the date of the financial statements referred to in subsection (fsubparagraph-(g) above, there have been no material adverse changes in the Acquiring Fund’s 's financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and ), or any incurrence by the Acquiring Fund has no knowledge of any material contingent liabilities of indebtedness maturing more than one year from the date such indebtedness was incurred, except as identified and disclosed by the Acquiring Fund arising after such dateon Schedule 4.2 to this Agreement. For the purposes of this subsection (gsubparagraph-(h), a decline in the net asset value of the Acquiring Fund in and of itself shall not constitute a material adverse change. (hi) The All federal and other tax returns and reports of the Acquiring Fund required by law to be filed, have been timely and accurately filed and all federal and other taxes shown due on such returns and reports have been paid, or provision shall have been made for their payment. To the best of the Acquiring Fund's knowledge, no such return is currently under audit, and no assessment has been asserted with respect to such returns. j) All issued and outstanding Acquiring Fund Shares to be issued and delivered to the Selling Fund for the account of the Selling Fund Stockholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be are duly and validly issued shares of the Acquiring Fundand outstanding, and will be fully paid and non-assessableassessable by the Acquiring Fund. The Acquiring Fund has no outstanding options, warrants warrants, or other rights to subscribe for or purchase any shares of the Acquiring FundFund Shares, and has no outstanding securities convertible into shares of the any Acquiring FundFund Shares. (ik) The information to be furnished by the Acquiring Fund to the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. (j) Other than approval by the Acquiring Fund Stockholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring FundFund and its Board of Directors, including such determinations of the Acquiring Fund Board as may be required by Rule 17a-8 of the 1940 Act. Subject to approval by the Acquiring Fund stockholders, and this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ ' rights and to general equity principles. (kl) From Acquiring Fund Shares to be issued and delivered to the effective date Acquired Fund for the account of the Registration Statement (as defined in Section 5.7)Acquired Fund Shareholders pursuant to the terms of this Agreement will, through the time of the joint special meeting of the Selling Funds’ Stockholders and on at the Closing Date, any written have been duly authorized. When so issued and delivered, such shares will be duly and validly issued Acquiring Fund Shares, and will be fully paid and non-assessable. m) The information to be furnished by the Acquiring Fund with respect to the Acquiring Fund for use in the Proxy Materials (as defined in Section 5.7), or any other materials provided documents that may be necessary in connection with the Reorganization, does not transactions contemplated herein shall comply in all material respects with federal securities and other laws and regulations and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. (ln) The Acquiring Fund (i) will elect has elected to be taxed qualify and has qualified as a RICRIC under the Code, will as of and since its first taxable year; has been a RIC under the Code at all times since the end of its first taxable year when it so qualified; and qualifies and shall continue to qualify for the tax treatment afforded RICs as a RIC under the Code for its current taxable year that includes the Closing Date, and intends to continue to qualify for such treatment for its subsequent taxable years, (ii) will be eligible to compute its U.S. federal income tax under Section 852 of the Code for the taxable year that includes the Closing Date, and (iii) will be treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) of the Code for the taxable year that includes the Closing Dateyear. (mo) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland Massachusetts law for the execution of this Agreement by the Acquiring FundTrust, or the performance for itself, and behalf of the Agreement by the Acquiring Fund, except for the effectiveness of the Registration Statement (as defined in Section 5.7) and the filing of any articles, certificates or other documents that may be required under Maryland state law Massachusetts law, and except for the filing of any documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received received, and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date. (np) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state blue sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

REPRESENTATIONS OF THE ACQUIRING FUND. The Acquiring Fund Trust, on behalf of the Acquiring Fund, represents and warrants to each the Selling Fund as follows: (a) The Acquiring Fund Trust is a corporationstatutory trust, duly organized, validly existing and in good standing under the laws of the State of MarylandDelaware. (b) The Acquiring Fund is a separate series of the Acquiring Trust duly authorized in accordance with the applicable provisions of the Acquiring FundTrust’s Articles of Incorporation Revised Trust Instrument and Bylaws, each as may be amended and/or restated from time to time. (c) The Acquiring Fund Trust is registered as a closedan open-end management investment company under the 1940 Act, and such registration has not been revoked or rescinded and is in full force and effect. (d) The Acquiring Fund was formed solely for the purpose of effecting the Reorganization, has not commenced operations or engaged in any business and will not do so until after the Closing and has not owned any assets and will not own any assets prior to the Closing. There shall be no issued and outstanding shares of the Acquiring Fund prior to the Closing Date other than shares issued to the sole shareholder of the Acquiring Fund in association with the organization of the Acquiring Fund. (e) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not result, in a violation of the Acquiring FundTrust’s Articles of Incorporation Revised Trust Instrument or Bylaws, each as may be amended and/or restated from time to time, By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. (ef) No litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein. (fg) The financial statements execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund as Fund, and this Agreement constitutes a valid and binding obligation of its most recently completed fiscal year end have been prepared the Acquiring Fund, enforceable in accordance with generally accepted accounting principles and have been audited by independent auditorsits terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and such statements (copies of which have been furnished other laws relating to the Selling Fund) fairly reflect the financial condition of the Acquiring Fund as of such date, or affecting creditors’ rights and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Fund acknowledges that, for purposes of making this representation, the Acquiring Fund may rely on the opinions rendered by its independent registered public accounting firm in connection with the preparation of those annual financial statements. (g) Since the date of the financial statements referred to in subsection (f) above, there have been no material adverse changes in the Acquiring Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and the Acquiring Fund has no knowledge of any material contingent liabilities of the Acquiring Fund arising after such date. For the purposes of this subsection (g), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse changegeneral equity principles. (h) The Acquiring Fund Shares to be issued and delivered to the Selling Fund for the account of the Selling Fund Stockholders Shareholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorizedauthorized and will constitute all of the issued and outstanding shares of the Acquiring Fund as of the Closing Date. When so issued and delivered, such shares will be duly and validly issued shares of the Acquiring Fund, and will be fully paid and non-assessable. The Acquiring Fund has no outstanding options, warrants or other rights to subscribe for or purchase any shares of the Acquiring Fund, and has no outstanding securities convertible into shares of the Acquiring Fund. (i) The information to be furnished by the Acquiring Fund to the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. (j) Other than approval by the Acquiring Fund Stockholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such determinations of the Acquiring Fund Board as may be required by Rule 17a-8 of the 1940 Act. Subject to approval by the Acquiring Fund stockholders, this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (k) From the effective date of the Registration Statement (as defined in Section 5.7), through the time of the joint special meeting of the Selling Funds’ Stockholders Fund shareholders and on the Closing Date, any written information furnished by the Acquiring Fund Trust with respect to the Acquiring Fund for use in the Proxy Materials (as defined in Section 5.7), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. (lk) The Acquiring Fund (i) will elect to be taxed as a RIC, will qualify for the tax treatment afforded RICs under the Code for its taxable year that includes the Closing Date, and intends to continue to qualify for such treatment for its subsequent taxable years, (ii) will be eligible to compute its U.S. federal income tax under Section 852 of the Code for the taxable year that includes the Closing Date, and (iii) will be treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) of the Code for the taxable year that includes the Closing Date. (ml) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland Delaware law for the execution of this Agreement by the Acquiring Trust, for itself and on behalf of the Acquiring Fund, or the performance of the Agreement by the Acquiring Trust, for itself and on behalf of the Acquiring Fund, except for the effectiveness of the Registration Statement (as defined in Section 5.7) and the Post-Effective Amendment (as defined in Section 8.5) and the filing of any documents that may be required under Maryland Delaware state law and except for the filing of any documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date. (nm) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

REPRESENTATIONS OF THE ACQUIRING FUND. The Acquiring Fund represents and warrants to each Selling the Target Fund as follows: (a) The Acquiring Fund is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of MarylandMinnesota. (b) The Acquiring Fund is duly authorized in accordance with the applicable provisions of the Acquiring Fund’s Articles of Incorporation and Bylaws, each as may be amended and/or restated from time to time. (c) The Acquiring Fund is registered as a closed-end management investment company under the 1940 Act, and such registration has not been revoked or rescinded and is in full force and effect. (dc) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement (subject to shareholder approval and compliance with the other provisions hereof) will not result, in a violation of the Acquiring Fund’s Articles of Incorporation or Bylaws, each as may be amended and/or restated from time to timeIncorporation, or of By-Laws, or any material agreement, indenture, instrument, contract, lease, lease or other undertaking to which the Acquiring Fund is a party or by which it is bound. (ed) No litigation, administrative proceeding or investigation of or before any court or governmental body presently is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction transactions contemplated herein. (fe) The financial statements of the Acquiring Fund as of its most recently completed February 29, 2020 and for the fiscal year end then ended, have been prepared in accordance with generally accepted accounting principles in the United States of America and have been audited by an independent auditorsregistered public accounting firm, and such statements (copies of which have been furnished to the Selling Target Fund) fairly reflect the financial condition of the Acquiring Fund as of such dateFebruary 29, 2020 and there are no known liabilities, contingent liabilities or otherwise, of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Fund acknowledges that, for purposes of making this representation, the Acquiring Fund may rely on the opinions rendered by its independent registered public accounting firm in connection with the preparation of those annual financial statements. (gf) Since the date of the financial statements referred to in subsection (fe) above, there have been no material adverse changes in the Acquiring Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) ), and the Acquiring Fund has there are no knowledge known liabilities of any a material nature, contingent liabilities or otherwise, of the Acquiring Fund arising after such date. For the purposes of this subsection (gf), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. (hg) The All federal, state, local and other tax returns and reports of the Acquiring Fund Shares required by law to be issued filed by it (taking into account permitted extensions for filing) have been timely filed and delivered are complete and correct in all material respects. All federal, state, local and other taxes of the Acquiring Fund required to the Selling Fund be paid (whether or not shown on any such return or report) have been paid, or provision will have been made for the account payment thereof, and any such unpaid taxes, as of the Selling Fund Stockholders pursuant date of the financial statements referred to above, are properly reflected thereon. To the terms best of this Agreement willthe Acquiring Fund’s knowledge, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued shares of no tax authority is currently auditing or preparing to audit the Acquiring Fund, and will be no assessment for taxes, interest, additions to tax or penalties has been asserted against the Acquiring Fund. (h) The authorized capital of the Acquiring Fund consists of 250,000,000 shares of common stock, par value $.01 per share. All of the issued and outstanding shares of the Acquiring Fund are duly and validly issued, fully paid and non-assessableassessable by the Acquiring Fund. The Acquiring Fund has no outstanding preferred stock; no outstanding options, warrants or other rights to subscribe for or purchase any shares of the Acquiring Fund, ; and has no outstanding securities convertible into shares of the Acquiring Fund. (i) The information to be furnished by the Acquiring Fund to the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. (j) Other than approval by the Acquiring Fund Stockholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such the determinations of the Acquiring Fund Board as may be required by pursuant to Rule 17a-8 of 17a-8(a) under the 1940 Act. Subject to approval by the Acquiring Fund stockholders, this This Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (j) The Acquiring Fund Common Shares to be issued and delivered to the Target Fund for the account of Target Fund Common Shareholders pursuant to the terms of this Agreement will, at the Closing, have been duly authorized. When so issued and delivered, such Acquiring Fund Common Shares will be duly and validly issued shares of the Acquiring Fund and will be fully paid and non-assessable by the Acquiring Fund. (k) The information to be furnished by the Acquiring Fund for use in any “no-action” letters, applications for orders, registration statements, proxy materials and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with the requirements of the federal securities laws and other laws and regulations. (l) From the effective date of the Registration Statement (as defined in Section 5.7), ) through the time of the joint special meeting of Acquiring Fund shareholders described in Section 5.2 and as of the Selling Funds’ Stockholders and on the Closing DateClosing, any written information furnished by the Acquiring Fund with respect to the Acquiring Fund for use in the Proxy Materials (as defined in Section 5.7), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. (lm) The No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated herein, except such as have been or will be obtained. (in) will elect to be taxed as a RICFor each taxable year of its operations, will qualify for including the tax treatment afforded RICs under the Code for its taxable year that includes the Closing Date, the Acquiring Fund: (i) has elected to qualify, has qualified or will qualify (in the case of the taxable year that includes the Closing Date) and intends to continue to qualify for such treatment for its subsequent taxable years, as a RIC under the Code; (ii) will be has been eligible to compute and has computed its U.S. federal income tax under Section 852 of the Code Code, and will do so for the taxable year that includes the Closing Date, ; and (iii) has been, and will be treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) (in the case of the Code for the taxable year that includes the Closing Date), treated as a separate corporation for federal income tax purposes. The Acquiring Fund has not taken any action, caused any action to be taken or caused any action to fail to be taken which action or failure could cause the Acquiring Fund to fail to qualify as a RIC. Prior to the Closing, the Acquiring Fund will have had no earnings and profits accumulated in any taxable year to which the provisions of Part I of Subchapter M of the Code did not apply to it. (m) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland law for the execution of this Agreement by the Acquiring Fund, or the performance of the Agreement by the Acquiring Fund, except for the effectiveness of the Registration Statement (as defined in Section 5.7) and the filing of any documents that may be required under Maryland state law and except for the filing of any documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date. (no) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, Act and any state securities laws as it may deem appropriate in order to continue its operations after consummate the Closing Datetransactions hereunder.

REPRESENTATIONS OF THE ACQUIRING FUND. The Acquiring Fund represents and warrants to each Selling the Acquired Fund as follows: (a) The Acquiring Fund is a corporationstatutory trust, duly organized, validly existing and in good standing under the laws of the State of MarylandDelaware. (b) The Acquiring Fund is duly authorized in accordance with the applicable provisions of the Acquiring Fund’s Articles Declaration of Incorporation Trust and Bylaws, each as may be amended and/or restated from time to time. (c) The Acquiring Fund is registered as a closed-end management investment company under the 1940 Act, and such registration has not been revoked or rescinded and is in full force and effect. (d) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not result, in a violation of the Acquiring Fund’s Articles Declaration of Incorporation Trust or Bylaws, each as may be amended and/or restated from time to time, or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. (e) No litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein. (f) The financial statements of the Acquiring Fund as of its most recently completed fiscal year end have been prepared in accordance with generally accepted accounting principles and have been audited by independent auditors, and such statements (copies of which have been furnished to the Selling Acquired Fund) fairly reflect the financial condition of the Acquiring Fund as of such date, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Acquired Fund acknowledges that, for purposes of making this representation, the Acquiring Fund may rely on the opinions rendered by its independent registered public accounting firm in connection with the preparation of those annual financial statements. (g) Since the date of the financial statements referred to in subsection (f) above, there have been no material adverse changes in the Acquiring Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and the Acquiring Fund has no knowledge of any material contingent liabilities of the Acquiring Fund arising after such date. For the purposes of this subsection (g), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. (h) The Acquiring Fund Shares to be issued and delivered to the Selling Acquired Fund for the account of the Selling Acquired Fund Stockholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued shares of the Acquiring Fund, and will be fully paid and non-assessable. The Acquiring Fund has no outstanding options, warrants or other rights to subscribe for or purchase any shares of the Acquiring Fund, and has no outstanding securities convertible into shares of the Acquiring Fund. (i) The information to be furnished by the Acquiring Fund to the Selling Acquired Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. (j) Other than approval by the Acquiring Fund StockholdersFund’s Shareholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such determinations of the Acquiring Fund Board as may be required by Rule 17a-8 of the 1940 Act. Subject to approval by the Acquiring Fund stockholders, this This Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (k) From the effective date of the Registration Statement (as defined in Section 5.7), through the time of the joint special meeting of the Selling Funds’ Acquired Fund’s Stockholders and on the Closing Date, any written information furnished by the Acquiring Fund with respect to the Acquiring Fund for use in the Proxy Materials (as defined in Section 5.7), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. (l) Proxy Statement/Prospectus of the Acquiring Fund initially filed with the Commission on or about May 31, 2017 on Form N-14 which will become effective prior to the Closing Date, conforms and, as of its effective date and the Closing Date, will conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not and, as of its effective date and the Closing Date, will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading. (m) The Acquiring Fund (i) will elect to be taxed as a RIC, will qualify for the tax treatment afforded RICs under the Code for its taxable year that includes the Closing Date, and intends to continue to qualify for such treatment for its subsequent taxable years, (ii) will be eligible to compute its U.S. federal income tax under Section 852 of the Code for the taxable year that includes the Closing Date, and (iii) will be treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) of the Code for the taxable year that includes the Closing Date. (mn) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland Delaware law for the execution of this Agreement by the Acquiring Fund, or the performance of the Agreement by the Acquiring Fund, except for the effectiveness of the Registration Statement (as defined in Section 5.7) and the filing of any documents that may be required under Maryland Delaware state law and except for the filing of any documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date. (no) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

REPRESENTATIONS OF THE ACQUIRING FUND. The Heartland Group, Inc. and the Acquiring Fund represents represent and warrants warrant to each Selling TPM and the Acquired Fund as follows: (a) The Acquiring Fund is a separate series of Heartland Group, Inc, a corporation, duly organized, validly existing and in good standing under the laws of the State of Maryland. (b) The Acquiring Fund is duly authorized in accordance a separate series of Heartland Group, Inc., an open-end investment company, and Heartland Group, Inc.’s registration with the applicable provisions of the Acquiring Fund’s Articles of Incorporation and Bylaws, each SEC as may be amended and/or restated from time to time. (c) The Acquiring Fund is registered as a closed-end management an investment company under the 1940 Act, and such registration has not been revoked or rescinded and Act is in full force and effect. (c) The current Prospectus and Statement of Additional Information of the Acquiring Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make such statements therein, in light of the circumstances under which they were made, not misleading. (d) The With respect to the Acquiring Fund is notFund, and the execution, delivery and performance of this Agreement will not result, result in a violation of the Acquiring Fundany material provision of Heartland Group, Inc.’s Articles of Incorporation or Bylaws, each as may be amended and/or restated from time to time, By-laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. (e) No Except as otherwise disclosed in writing to the Acquired Fund and accepted by the Acquired Fund, no litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending pending, or to its knowledge knowledge, threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, condition and the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein. (f) The financial statements There shall be no issued and outstanding shares of the Acquiring Fund as of its most recently completed fiscal year end have been prepared in accordance with generally accepted accounting principles and have been audited by independent auditors, and such statements (copies of which have been furnished prior to the Selling Fund) fairly reflect the financial condition of the Acquiring Fund as of such date, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Fund acknowledges that, for purposes of making this representation, the Acquiring Fund may rely on the opinions rendered by its independent registered public accounting firm in connection with the preparation of those annual financial statements.Closing Date; (g) Since the date of the financial statements referred to in subsection (f) above, there have been no material adverse changes in the Acquiring Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) All issued and the Acquiring Fund has no knowledge of any material contingent liabilities of the Acquiring Fund arising after such date. For the purposes of this subsection (g), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. (h) The outstanding Acquiring Fund Shares to be issued are, and delivered to the Selling Fund for the account of the Selling Fund Stockholders pursuant to the terms of this Agreement will, at the Closing DateDate will be, have been duly authorized. When so issued and delivered, such shares will be duly authorized and validly issued shares of the Acquiring Fundand outstanding, and will be fully paid and non-assessableassessable by the Acquiring Fund. The Acquiring Fund has no outstanding options, warrants warrants, or other rights to subscribe for or purchase any shares Acquiring Fund Shares, and there are no outstanding securities convertible into any Acquiring Fund Shares. (h) The execution, delivery, and performance of this Agreement has been duly authorized by all necessary action on the part of Heartland Group, Inc. on behalf of the Acquiring Fund, and has no outstanding securities convertible into shares this Agreement constitutes a valid and binding obligation of Heartland Group, Inc. on behalf of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (i) The information to be furnished by the Acquiring Fund to the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities laws and other laws and regulations. (j) Other than approval by the Acquiring Fund Stockholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such determinations of the Acquiring Fund Board as may be required by Rule 17a-8 of the 1940 Act. Subject to approval by the Acquiring Fund stockholders, this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (k) From the effective date of the Registration Statement (as defined in Section 5.7), this Agreement through the time of the joint special meeting of the Selling Funds’ Stockholders and on the Closing Date, any written information furnished by the Acquiring Fund Heartland Group, Inc. with respect to the Acquiring Fund specifically for use in the Proxy Materials Statement (as defined in Section 5.7), paragraph 5.8 or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not materially misleading. (k) From the effective date of this Agreement through the effective date of the Registration Statement (as defined in paragraph 5.7), through the time of the meeting of the Acquired Fund Shareholders and on the Closing Date, any written information furnished by Heartland Group, Inc. with respect to the Acquiring Fund for use in the Registration Statement or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not materially misleading. (l) The Acquiring Fund (i) will elect agrees to be taxed as a RICuse all commercially reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, will qualify for the tax treatment afforded RICs under the Code for its taxable year that includes the Closing Date1940 Act, and intends any state blue sky or securities laws as it may deem appropriate in order to continue to qualify for such treatment for its subsequent taxable years, (ii) will be eligible to compute its U.S. federal income tax under Section 852 of the Code for the taxable year that includes the Closing Date, and (iii) will be treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) of the Code for the taxable year that includes operations after the Closing Date. (m) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland law for the execution of this Agreement by Heartland Group, Inc., for itself and on behalf of the Acquiring Fund, or the performance of the Agreement by Heartland Group, Inc., for itself and on behalf of the Acquiring Fund, except for the filing and effectiveness of the Registration Statement (as defined in Section 5.7) and the filing of any documents that may be required under Maryland state law and except for the filing of any documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received (it being understood that the proxy statement seeking approval of this Plan of Reorganization is a filing of TPM), and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date. (n) The Acquiring Fund agrees intends to use all reasonable efforts elect and qualify as a RIC under the Code and will continue to obtain qualify as a RIC through the approvals and authorizations required by end of the 1933 Act, the 1940 Act, and any state securities laws as it may deem appropriate in order to continue its operations after taxable year that includes the Closing Date, and is a fund that is treated as a separate corporation under Section 851(g) of the Code. (o) The Acquiring Fund is, and will be at the time of Closing, a new series portfolio of Heartland Group, Inc. created within the last 12 months, without assets or liabilities, formed for the purpose of receiving the assets and assuming the liabilities of the Acquired Fund in connection with the Reorganization and, accordingly, the Acquiring Fund has not prepared books of account and related records or financial statements or issued any shares. On the Closing Date, the Acquiring Fund will have no assets.

REPRESENTATIONS OF THE ACQUIRING FUND. The Acquiring Fund Company, on behalf of the Acquiring Fund, represents and warrants to each the Selling Fund as follows: (a) The Acquiring Fund Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of Maryland, with power under its articles of incorporation and by-laws, each as amended or supplemented from time to time, to own all of its properties and assets and to carry on its business as presently conducted. (b) The Acquiring Fund is a separate series of the Acquiring Company duly authorized in accordance with the applicable provisions of the Acquiring Fund’s Articles of Incorporation and Bylaws, each as may be amended and/or restated from time to timeCompany Governing Documents. (c) The Acquiring Fund Company is registered as a closedan open-end management investment company under the 1940 Act, and such registration has not been revoked or rescinded and is in full force and effect. (d) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not result, in a violation of the Acquiring Fund’s Articles of Incorporation or Bylaws, each as may be amended and/or restated from time to time, Company Governing Documents or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. (e) No litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Company or the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Company or the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Neither the Acquiring Company nor the Acquiring Fund knows of no any facts that might form the a reasonable basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein. (f) The financial statements execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund as Fund, and this Agreement constitutes a valid and binding obligation of its most recently completed fiscal year end have been prepared the Acquiring Fund, enforceable in accordance with generally accepted accounting principles and have been audited by independent auditorsits terms, subject to bankruptcy, insolvency, reorganization, moratorium, and such statements (copies of which have been furnished other laws relating to the Selling Fund) fairly reflect the financial condition of the Acquiring Fund as of such date, or affecting creditors’ rights and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Fund acknowledges that, for purposes of making this representation, the Acquiring Fund may rely on the opinions rendered by its independent registered public accounting firm in connection with the preparation of those annual financial statementsto general equity principles. (g) Since the date of the financial statements referred to in subsection (f) above, there have been no material adverse changes in the Acquiring Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and the Acquiring Fund has no knowledge of any material contingent liabilities of the Acquiring Fund arising after such date. For the purposes of this subsection (g), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. (h) The Acquiring Fund Shares to be issued and delivered to the Selling Fund for the account of the Selling Fund Stockholders Shareholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorizedauthorized and will constitute all of the issued and outstanding shares of the Acquiring Fund as of the Closing Date. When so issued and delivered, such shares will be duly and validly issued shares of the Acquiring Fund, and will be fully paid and non-assessable. The Acquiring Fund has no outstanding options, warrants or other rights to subscribe for or purchase any shares of the Acquiring Fund, and has no outstanding securities convertible into shares of the Acquiring Fund. (ih) The information to be furnished by the Acquiring Fund to the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with U.S. federal securities and all other applicable federal, state and local laws and regulations. (j) Other than approval by the Acquiring Fund Stockholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such determinations of the Acquiring Fund Board as may be required by Rule 17a-8 of the 1940 Act. Subject to approval by the Acquiring Fund stockholders, this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (ki) From the effective date of the Registration Statement (as defined in Section 5.7), through the time of the joint special meeting of the Selling Funds’ Stockholders Fund Shareholders and on the Closing Date, any written information furnished by the Acquiring Fund Company with respect to the Acquiring Fund for use in the Proxy Materials (as defined in Section 5.7), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. (lj) The For each taxable year of its operations prior to the Closing Date, the Acquiring Fund (i) will elect has elected to be taxed qualify, and has qualified, as a RIC, will qualify for the tax treatment afforded RICs “regulated investment company” under Subchapter M of the Code for its taxable year that includes the Closing Date, and intends to continue to qualify for such treatment for its subsequent taxable years(a “RIC”), (ii) will be has been eligible to compute and has computed its U.S. federal income tax under Section 852 of the Code for the taxable year that includes the Closing DateCode, and (iii) has been, and will be as of the Closing Date treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) of the Code for the taxable year that includes Code. The Acquiring Fund will qualify as a RIC as of the Closing DateDate and will have satisfied as of the close of its most recent prior quarter of its taxable year, the diversification requirements of Section 851(b)(3) of the Code without regard to the last sentence of Section 851(d) of the Code. The Acquiring Fund has not taken any action, caused any action to be taken or caused any action to fail to be taken which action or failure could cause the Acquiring Fund to fail to qualify as a RIC under the Code. (mk) The annual financial statements of the Acquiring Fund for the fiscal year ended June 30, 2014, which have been audited by an independent registered public accounting firm, and the unaudited semi-annual financial statements of the Acquiring Fund for the six-month period ended December 31, 2014, have been prepared in accordance with generally accepted accounting principles, and such statements (copies of which have been furnished to the Selling Fund) fairly reflect the financial condition of the Acquiring Fund as of June 30, 2014, and December 31, 2014 respectively, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. (l) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland law for the execution of this Agreement by the Acquiring Company, for itself and on behalf of the Acquiring Fund, or the performance of the this Agreement by the Acquiring Company, for itself and on behalf of the Acquiring Fund, except for the effectiveness of the Registration Statement (as defined in Section 5.7) and the filing of any documents that may be required under Maryland state law and except for the filing of any documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date. (nm) The Acquiring Fund agrees to use all commercially reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any other applicable federal and state securities laws as it may deem appropriate in order to continue its operations after the Closing Date. (n) The Acquiring Company’s Board of Directors satisfies the fund governance standards defined in Rule 0-1(a)(7) under the 1940 Act as they currently apply to the Acquiring Company. (i) At least 33 1/3% of the assets of the Selling Fund meet the investment objectives, strategies, policies, risks and restrictions of the Acquiring Fund, (ii) the Acquiring Fund did not modify any of its investment objectives, strategies, policies, risks or restrictions in connection with the Reorganization, and (iii) the Acquiring Fund has no plan or intention to change any of its investment objectives, strategies, policies, risks or restrictions after the Reorganization without shareholder approval and/or notice. (p) To the knowledge of the Acquiring Fund’s management, there is no plan or intention by the Selling Fund shareholders to sell, exchange, or otherwise dispose of a number of Selling Fund shares (or Acquiring Fund shares received in the Reorganization), in connection with the Reorganization, that would reduce the Selling Fund shareholders’ ownership of the Selling Fund shares (or equivalent Acquiring Fund shares) to a number of shares that is less than 50% of the current number of Selling Fund shares outstanding. (q) The Acquiring Fund does not own, directly or indirectly, nor has it owned during the past five years, directly or indirectly, any stock of the Selling Fund. (r) There is no indebtedness existing between the Acquiring Fund and the Selling Fund that was issued, acquired, or will be settled at a discount. (s) The Acquiring Fund has no plan or intention to reacquire any of the Acquiring Fund shares issued in the Reorganization other than redemptions that the Acquiring Fund will make as an open-end investment company pursuant to Section 22(c) of the Investment Company Act of 1940.

REPRESENTATIONS OF THE ACQUIRING FUND. The Acquiring Fund Trust, on behalf of the Acquiring Fund, represents and warrants to each Selling the Target Fund as follows: (a) The Acquiring Fund Trust is a corporationstatutory trust, duly organized, validly existing and in good standing under the laws of the State of MarylandDelaware. (b) The Acquiring Fund is a separate series of the Acquiring Trust duly authorized in accordance with the applicable provisions of the Acquiring FundTrust’s Articles Agreement and Declaration of Incorporation and Bylaws, each as may be amended and/or restated from time to timeTrust. (c) The Acquiring Fund Trust is registered as a closedan open-end management investment company under the 1940 Act, and such registration has not been revoked or rescinded and is in full force and effect. (d) The Acquiring Fund is not, and the execution, delivery and performance of this Reorganization Agreement will not result, in a violation of the Acquiring FundTrust’s Articles Amended Agreement and Declaration of Incorporation Trust or BylawsBy-Laws, each as may be amended and/or restated from time to timerevised, or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. (e) No litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Trust or the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Trust or the Acquiring Fund to carry out the transactions contemplated by this Reorganization Agreement. The Neither the Acquiring Trust nor the Acquiring Fund knows of no any facts that might form the a reasonable basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein. (f) The financial statements execution, delivery and performance of this Reorganization Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund as and the Acquiring Trust’s Board of its most recently completed fiscal year end have been prepared Trustees, and this Reorganization Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with generally accepted accounting principles and have been audited by independent auditorsits terms, subject as to enforcement, bankruptcy, insolvency, reorganization, moratorium, and such statements (copies of which have been furnished other laws relating to the Selling Fund) fairly reflect the financial condition of the Acquiring Fund as of such date, or affecting creditors’ rights and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Fund acknowledges that, for purposes of making this representation, the Acquiring Fund may rely on the opinions rendered by its independent registered public accounting firm in connection with the preparation of those annual financial statementsto general equity principles. (g) Since the date of the financial statements referred to in subsection (f) above, there have been no material adverse changes in the Acquiring Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) All issued and the Acquiring Fund has no knowledge of any material contingent liabilities of the Acquiring Fund arising after such date. For the purposes of this subsection (g), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. (h) The outstanding Acquiring Fund Shares to be issued and delivered to the Selling Target Fund for the account of the Selling Fund Stockholders pursuant to the terms of this Agreement willAgreement, will be, at the Closing Date, have been duly authorized. When so issued and deliveredvalidly issued, such shares will be duly and validly issued shares of the Acquiring Fund, and will be fully paid and non-assessableassessable by the Acquiring Fund. The Acquiring Fund has no outstanding options, warrants or other rights to subscribe for or purchase any shares of the Acquiring Fund, and has no outstanding securities convertible into shares of the Acquiring Fund. (ih) The information to be furnished by the Acquiring Fund to the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with U.S. federal securities and other laws and regulations. (ji) Other than approval by the Acquiring Fund Stockholders, the execution, delivery The prospectus and performance statement of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such determinations additional information of the Acquiring Fund Board as may be required by Rule 17a-8 conform in all material respects, to the applicable requirements of the 1933 Act and the 1940 Act. Subject to approval by Act and the Acquiring Fund stockholders, this Agreement constitutes a valid rules and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratoriumregulations thereunder and does not, and other laws relating to or affecting creditors’ rights and to general equity principles. (k) From the effective date of the Registration Statement (as defined in Section 5.7)will not, through the time of the joint special meeting of the Selling Funds’ Stockholders and on the Closing Date, any written information furnished by the Acquiring Fund with respect to the Acquiring Fund for use in Trust or the Proxy Materials (as defined in Section 5.7)Acquiring Fund, or any other materials provided in connection with the Reorganization, does not and will not contain include any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statementsstatements therein, in light of the circumstances under which such statements they were made, not materially misleading. (lj) The Acquiring Fund (i) will elect to be taxed is not classified as a RICpartnership, and instead is classified as an association that is taxable as a corporation, for federal tax purposes and either has elected the latter classification by filing Form 8832 with the Internal Revenue Service (“Service”) or is a “publicly traded partnership” (as defined in section 7704(b)) that is treated as a corporation; Acquiring Fund is a “fund” (as defined in section 851(g)(2), eligible for treatment under section 851(g)(1)); for each taxable year of its operation (including its current taxable year through the Effective Time), Acquiring Fund has met (and for its current taxable year through the Effective Time will qualify for meet) the tax treatment afforded RICs under requirements of Part I of Subchapter M of Chapter 1 of Subtitle A of the Code (“Subchapter M”) for qualification as a RIC and has been (and for its current taxable year that includes through the Closing Date, and intends to continue to qualify for such treatment for its subsequent taxable years, (iiEffective Time will be) will be eligible to compute and has computed its U.S. federal income tax under Section section 852; Acquiring Fund has not at any time since its inception been liable for, and is not now liable for, any material income or excise tax pursuant to sections 852 of the Code for the or 4982; and Acquiring Fund has no earnings and profits accumulated in any taxable year that includes in which the Closing Date, and (iii) will be treated as a separate corporation for U.S. federal income tax purposes pursuant provisions of Subchapter M did not apply to Section 851(g) of the Code for the taxable year that includes the Closing Dateit. (ml) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland Delaware law for the execution of this Reorganization Agreement by the Acquiring Trust, for itself and on behalf of the Acquiring Fund, or the performance of the this Reorganization Agreement by the Acquiring Trust, for itself and on behalf of the Acquiring Fund, except for the effectiveness of the N-1A Registration Statement (as defined in Section 5.7) and N-14 Registration Statement, and the filing of any documents that may be required under Maryland state law the laws of the Delaware and except for the filing of any documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date. (nm) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state securities laws as it may deem appropriate in order to continue its operations after the Closing Date. (n) The Acquiring Trust’s Board of Trustees satisfies the fund governance standards defined in Rule 0-1(a)(7) under the 1940 Act as they currently apply to the Acquiring Trust. (o) The Acquiring Fund is, and will be at the time of Closing, a newly created series without assets (other than the seed capital provided in exchange for Initial Shares) and without liabilities, created for the purpose of acquiring the assets and assuming the liabilities of the Target Fund, and, prior to the Closing, will not carry on any business activities (other than such activities as are customary to the organization of a new series of a registered investment company prior to its commencement of investment operations. The Initial Shares will be redeemed and cancelled prior to Closing.

REPRESENTATIONS OF THE ACQUIRING FUND. The Trust, on behalf of the Acquiring Fund Fund, represents and warrants to each Selling Fund the Trust, on behalf of the Acquired Fund, as follows: (a) The Acquiring Fund is a corporationlegally designated, separate series of a statutory trust duly organized, validly existing existing, and in good standing under the laws of the State Commonwealth of MarylandMassachusetts. (b) The Acquiring Fund is duly authorized in accordance with the applicable provisions of the Acquiring Fund’s Articles of Incorporation and Bylaws, each as may be amended and/or restated from time to time. (c) The Acquiring Fund Trust is registered as a closedan open-end management investment company under the 1940 Act, and such the Trust registration has not been revoked or rescinded with the Securities and Exchange Commission (the “Commission”) as an investment company under the 1940 Act is in full force and effect. (c) The current prospectus and statement of additional information of the Acquiring Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make such statements therein, in light of the circumstances under which they were made, not misleading. d) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not resultnot, result in a violation of the Acquiring FundTrust’s Articles Declaration of Incorporation Trust or Bylaws, each as may be amended and/or restated from time to time, By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. (e) No Except as otherwise disclosed in writing to and accepted by the Acquired Fund, no litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein. (f) The financial statements of the Acquiring Fund as of its most recently completed July 31, 2007 and for the fiscal year end then ended have been prepared in accordance with generally accepted accounting principles and have been audited by independent auditorsprinciples, and such statements (copies of which have been furnished to the Selling FundAcquired Funds) fairly reflect the financial condition of the Acquiring Fund as of such date, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Fund acknowledges that, for purposes of making this representation, the Acquiring Fund may rely on the opinions rendered by its independent registered public accounting firm in connection with the preparation of those annual financial statements. (g) Since the date of the financial statements referred to in subsection paragraph (f) above, there have been no material adverse changes in the Acquiring Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and ), or any incurrence by the Acquiring Fund has no knowledge of any material contingent liabilities of indebtedness maturing more than one year from the Acquiring Fund arising after date such dateindebtedness was incurred, except as otherwise disclosed to and accepted by the Acquired Fund. For the purposes of this subsection paragraph (g), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. (h) The All federal and other tax returns and reports of the Acquiring Fund required by law to be filed have been filed. All federal and other taxes shown due on such returns and reports have been paid or provision shall have been made for their payment. To the best of the Acquiring Fund’s knowledge, no such return is currently under audit, and no assessment has been asserted with respect to such returns. i) All issued and outstanding Acquiring Fund Shares to be issued and delivered to the Selling Fund for the account of the Selling Fund Stockholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be are duly and validly issued shares of the Acquiring Fundand outstanding, and will be fully paid and non-assessableassessable by the Acquiring Fund. The Acquiring Fund has no outstanding options, warrants warrants, or other rights to subscribe for or purchase any shares of the Acquiring FundFund Shares, and has there are no outstanding securities convertible into shares of the any Acquiring FundFund Shares. (ij) The information to be furnished by the Acquiring Fund to the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. (j) Other than approval by the Acquiring Fund Stockholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such determinations of the Acquiring Fund Board as may be required by Rule 17a-8 of the 1940 Act. Subject to approval by the Acquiring Fund stockholders, and this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (k) Acquiring Fund Shares to be issued and delivered to the Acquired Fund for the account of the Acquired Fund Shareholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued Acquiring Fund Shares, and will be fully paid and non-assessable. l) The information to be furnished by the Acquiring Fund for use in no-action letters, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. m) From the effective date of the Registration Statement (as defined in Section paragraph 5.7), through the time of the joint special meeting of the Selling Funds’ Stockholders Acquired Fund Shareholders and on the Closing Date, any written information furnished by the Acquiring Fund with respect to the Acquiring Fund for use in the Proxy Materials (as defined in Section paragraph 5.7), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. (ln) The Acquiring Fund (i) will elect has qualified and elected to be taxed treated as a RIC, will RIC under the Code as of and since its first taxable year; and qualifies and shall continue to qualify for the tax treatment afforded RICs as a RIC under the Code for its current taxable year that includes the Closing Date, and intends to continue to qualify for such treatment for its subsequent taxable years, (ii) will be eligible to compute its U.S. federal income tax under Section 852 of the Code for the taxable year that includes the Closing Date, and (iii) will be treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) of the Code for the taxable year that includes the Closing Dateyear. (mo) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland Massachusetts law for the execution of this Agreement by the Acquiring FundTrust, or the performance for itself and on behalf of the Agreement by the Acquiring Acquired Fund, except for the effectiveness of the Registration Statement (as defined in Section 5.7) Statement, and the filing of any articles, certificates or other documents that may be required under Maryland state law Massachusetts law, and except for the filing of any documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received received, and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date, it being understood, however, that this Agreement and the transactions contemplated herein must be approved by the shareholders of the Acquired Fund as described in paragraph 5.2. (np) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

REPRESENTATIONS OF THE ACQUIRING FUND. The Trust, on behalf of the Acquiring Fund Fund, represents and warrants to each Selling Fund the Acquired Fund, as follows: (a) The Acquiring Fund is a corporationseparate series of a business trust, duly organized, validly existing and in good standing under the laws of the State Commonwealth of MarylandMassachusetts. (b) The Acquiring Fund is duly authorized in accordance with the applicable provisions of the Acquiring Fund’s Articles of Incorporation and Bylaws, each as may be amended and/or restated from time to time. (c) The Acquiring Fund Trust is registered as a closedan open-end management investment company under the 1940 Act, and such the Trust’s registration has not been revoked or rescinded and with the Commission as an investment company under the 1940 Act is in full force and effect. (c) The current prospectus and statement of additional information of the Acquiring Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make such statements therein, in light of the circumstances under which they were made, not misleading. d) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not resultnot, result in a violation of the Acquiring FundTrust’s Articles Declaration of Incorporation Trust or Bylaws, each as may be amended and/or restated from time to time, By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. (e) No Except as otherwise disclosed in writing to and accepted by the Acquired Fund, no litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein. (f) The Acquiring Fund commenced operations on March 16, 2009 and accordingly has not prepared audited or unaudited financial statements at the date of this Agreement. g) All federal and other tax returns and reports of the Acquiring Fund as of its most recently completed fiscal year end required by law to be filed, have been prepared in accordance with generally accepted accounting principles filed, and all federal and other taxes shown due on such returns and reports have been audited by independent auditorspaid, and such statements (copies of which or provision shall have been furnished to made for the Selling Fund) fairly reflect payment thereof. To the financial condition best of the Acquiring Fund as of such date, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Fund acknowledges that, for purposes of making this representation, the Acquiring Fund may rely on the opinions rendered by its independent registered public accounting firm in connection with the preparation of those annual financial statements. (g) Since the date of the financial statements referred to in subsection (f) above, there have been no material adverse changes in the Acquiring Fund’s financial conditionknowledge, assetsno such return is currently under audit, liabilities or business (other than changes occurring in the ordinary course of business) and the Acquiring Fund no assessment has no knowledge of any material contingent liabilities of the Acquiring Fund arising after been asserted with respect to such date. For the purposes of this subsection (g), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse changereturns. (h) The All issued and outstanding Acquiring Fund Shares to be issued and delivered to the Selling Fund for the account of the Selling Fund Stockholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be are duly and validly issued shares of the Acquiring Fundand outstanding, and will be fully paid and non-assessableassessable by the Acquiring Fund. The Acquiring Fund has no outstanding options, warrants warrants, or other rights to subscribe for or purchase any shares of the Acquiring FundFund Shares, and has there are no outstanding securities convertible into shares of the any Acquiring FundFund Shares. (i) The information to be furnished by the Acquiring Fund to the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. (j) Other than approval by the Acquiring Fund Stockholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such determinations of the Acquiring Fund Board as may be required by Rule 17a-8 of the 1940 Act. Subject to approval by the Acquiring Fund stockholders, and this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (j) Acquiring Fund Shares to be issued and delivered to the Acquired Fund for the account of the Acquired Fund Shareholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued Acquiring Fund Shares, and will be fully paid and non-assessable. k) The information to be furnished by the Acquiring Fund for use in no-action letters, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. l) From the effective date of the Registration Statement (as defined in Section paragraph 5.7), through the time of the joint special meeting of the Selling Funds’ Stockholders Acquired Fund Shareholders and on the Closing Date, any written information furnished by the Acquiring Fund Trust with respect to the Acquiring Fund for use in the Proxy Materials (as defined in Section paragraph 5.7), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. (lm) The Acquiring Fund (i) will qualify and elect to be taxed treated as a RIC, will qualify for the tax treatment afforded RICs RIC under the Code for its first taxable year that includes the Closing Date, and intends to continue to qualify for such treatment for its subsequent taxable years, (ii) will be eligible to compute its U.S. federal income tax under Section 852 of the Code for the taxable year that includes the Closing Date, and (iii) will be treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) of the Code for the taxable year that includes the Closing Dateyear. (mn) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland Massachusetts law for the execution of this Agreement by the Trust, for itself and on behalf of the Acquiring Fund, or the performance of the Agreement by the Trust, for itself and on behalf of the Acquiring Fund, except for the effectiveness of the Registration Statement (as defined in Section 5.7) Statement, and the filing of any articles, certificates or other documents that may be required under Maryland state law and except for the filing of any documents that may be required under the 1933 ActMassachusetts law, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received received, and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date. (no) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

REPRESENTATIONS OF THE ACQUIRING FUND. The Trust, on behalf of the Acquiring Fund Fund, represents and warrants to each Selling Fund as follows: (a) The Acquiring Fund Trust is a corporation, business trust duly organized, validly existing and in good standing under the laws of the State Commonwealth of MarylandMassachusetts. (b) The Acquiring Fund is a separate series of the Trust duly authorized in accordance with the applicable provisions of the Acquiring Fund’s Articles Trust's Declaration of Incorporation and Bylaws, each as may be amended and/or restated from time to timeTrust. (c) The Acquiring Fund Trust is registered as a closedan open-end management investment company under the 1940 Act, and such registration has not been revoked or rescinded and is in full force and effect. (d) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not result, in a violation of the Acquiring Fund’s Articles Trust's Declaration of Incorporation Trust or Bylaws, each as may be amended and/or restated from time to time, By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. (e) No litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein. (f) The financial statements of the Acquiring Fund as of its most recently completed July 29, 2011 and for the fiscal year end then ended have been prepared in accordance with generally accepted accounting principles and have been audited by independent auditors, and such statements (copies of which have been furnished to the Selling Target Fund) fairly reflect the financial condition of the Acquiring Fund as of such dateJuly 29, 2011, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. . (g) The Selling Fund acknowledges that, for purposes financial statements of making this representation, the Acquiring Fund may rely on as of January 31, 2012 and for the opinions rendered by its independent registered public period then ended have been prepared in accordance with generally accepted accounting firm principles, and such statements (copies of which have been furnished to the Target Fund) fairly reflect the financial condition of the Acquiring Fund as of January 31, 2012, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in connection with the preparation of those annual financial such statements. (gh) Since the date of the financial statements referred to in subsection (fg) above, there have been no material adverse changes in the Acquiring Fund’s 's financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and the Acquiring Fund has there are no knowledge of any material known contingent liabilities of the Acquiring Fund arising after such date. For the purposes of this subsection (gh), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. (hi) All federal, state, local and other tax returns and reports of the Acquiring Fund required by law to be filed by it (taking into account permitted extensions for filing) have been timely filed and are complete and correct in all material respects. All federal, state, local and other taxes of the Acquiring Fund required to be paid (whether or not shown on any such return or report) have been paid or provision shall have been made for their payment and any such unpaid taxes are properly reflected on the financial statements referred to in subsection (g) above. To the best of the Acquiring Fund's knowledge, no tax authority is currently auditing or preparing to audit the Acquiring Fund, and no assessment for taxes, interest, additions to tax or penalties has been asserted against the Acquiring Fund. (j) All issued and outstanding shares of the Acquiring Fund are, and, as of the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable by the Acquiring Fund (recognizing that under Massachusetts law, Acquiring Fund shareholders, under certain circumstances, could be held personally liable for the obligations of the Acquiring Fund). The Acquiring Fund has no outstanding options, warrants, or other rights to subscribe for or purchase shares of the Acquiring Fund, and there are no outstanding securities convertible into shares of the Acquiring Fund. (k) The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including the determination of the Board required pursuant to Rule 17a-8(a) of the 1940 Act. This Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights and to general equity principles. (l) The Acquiring Fund Shares to be issued and delivered to the Selling Target Fund for the account of the Selling Target Fund Stockholders Shareholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued shares of the Acquiring Fund, and will be fully paid and non-assessable. The Acquiring Fund has no outstanding options, warrants or other rights to subscribe for or purchase any shares of the Acquiring Fund, and has no outstanding securities convertible into shares of the Acquiring Fund. (im) The information to be furnished by the Acquiring Fund to the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. (j) Other than approval by the Acquiring Fund Stockholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such determinations of the Acquiring Fund Board as may be required by Rule 17a-8 of the 1940 Act. Subject to approval by the Acquiring Fund stockholders, this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (kn) From the effective date of the Registration Statement (as defined in Section 5.7), through the time of the joint special meeting of the Selling Funds’ Stockholders Target Fund shareholders and on the Closing Date, any written information furnished by the Acquiring Fund Trust with respect to the Acquiring Fund for use in the Proxy Materials (as defined in Section 5.7), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. (lo) The For each taxable year of its operation, the Acquiring Fund (i) will elect to be taxed as a RIC, will qualify for the tax treatment afforded RICs under the Code for its taxable year that includes the Closing Date, and intends to continue to qualify for such treatment for its subsequent taxable years, (ii) will be eligible to compute its U.S. federal income tax under Section 852 of the Code for the taxable year that includes the Closing Date, and (iii) will be has been treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) of the Code, has met the requirements of Subchapter M of the Code for qualification as a regulated investment company and has elected to be treated as such, has been eligible to compute and has computed its federal income tax under Section 852 of the Code and will be eligible to, and will, do so for the taxable year that includes the Closing Date. (m) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland law for the execution of this Agreement by the Acquiring Fund, or the performance of the Agreement by the Acquiring Fund, except for the effectiveness of the Registration Statement (as defined in Section 5.7) and the filing of any documents that may be required under Maryland state law and except for the filing of any documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date. (np) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

REPRESENTATIONS OF THE ACQUIRING FUND. The Acquiring Fund represents and warrants to each Selling the Target Fund as follows: (a) The Acquiring Fund is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of MarylandMinnesota. (b) The Acquiring Fund is duly authorized in accordance with the applicable provisions of the Acquiring Fund’s Articles of Incorporation and Bylaws, each as may be amended and/or restated from time to time. (c) The Acquiring Fund is registered as a closed-end management investment company under the 1940 Act, and such registration has not been revoked or rescinded and is in full force and effect. (dc) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement (subject to shareholder approval and compliance with the other provisions hereof) will not result, in a violation of the Acquiring Fund’s Articles of Incorporation or Bylaws, each as may be amended and/or restated from time to timeIncorporation, or of By-Laws, or any material agreement, indenture, instrument, contract, lease, lease or other undertaking to which the Acquiring Fund is a party or by which it is bound. (ed) No litigation, administrative proceeding or investigation of or before any court or governmental body presently is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction transactions contemplated herein. (fe) The financial statements of the Acquiring Fund as of its most recently completed February 29, 2020 and for the fiscal year end then ended, have been prepared in accordance with generally accepted accounting principles in the United States of America and have been audited by an independent auditorsregistered public accounting firm, and such statements (copies of which have been furnished to the Selling Target Fund) fairly reflect the financial condition of the Acquiring Fund as of such dateFebruary 29, 2020 and there are no known liabilities, contingent liabilities or otherwise, of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Fund acknowledges that, for purposes of making this representation, the Acquiring Fund may rely on the opinions rendered by its independent registered public accounting firm in connection with the preparation of those annual financial statements. (gf) Since the date of the financial statements referred to in subsection (fe) above, there have been no material adverse changes in the Acquiring Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) ), and the Acquiring Fund has there are no knowledge known liabilities of any a material nature, contingent liabilities or otherwise, of the Acquiring Fund arising after such date. For the purposes of this subsection (gf), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. (hg) The All federal, state, local and other tax returns and reports of the Acquiring Fund Shares required by law to be issued filed by it (taking into account permitted extensions for filing) have been timely filed and delivered are complete and correct in all material respects. All federal, state, local and other taxes of the Acquiring Fund required to the Selling Fund be paid (whether or not shown on any such return or report) have been paid, or provision will have been made for the account payment thereof, and any such unpaid taxes, as of the Selling Fund Stockholders pursuant date of the financial statements referred to above, are properly reflected thereon. To the terms best of this Agreement willthe Acquiring Fund’s knowledge, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued shares of no tax authority is currently auditing or preparing to audit the Acquiring Fund, and will be no assessment for taxes, interest, additions to tax or penalties has been asserted against the Acquiring Fund. (h) The authorized capital of the Acquiring Fund consists of 250,000,000 shares of common stock, par value $.01 per share. All of the issued and outstanding shares of the Acquiring Fund are duly and validly issued, fully paid and non-assessableassessable by the Acquiring Fund. The Acquiring Fund has no outstanding preferred stock; no outstanding options, warrants or other rights to subscribe for or purchase any shares of the Acquiring Fund, ; and has no outstanding securities convertible into shares of the Acquiring Fund. (i) The information to be furnished by the Acquiring Fund to the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. (j) Other than approval by the Acquiring Fund Stockholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such the determinations of the Acquiring Fund Board as may be required by pursuant to Rule 17a-8 of 17a-8(a) under the 1940 Act. Subject to approval by the Acquiring Fund stockholders, this This Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (j) The Acquiring Fund Common Shares to be issued and delivered to the Target Fund for the account of Target Fund Common Shareholders pursuant to the terms of this Agreement will, at the Closing, have been duly authorized. When so issued and delivered, such Acquiring Fund Common Shares will be duly and validly issued shares of the Acquiring Fund and will be fully paid and non-assessable by the Acquiring Fund. (k) The information to be furnished by the Acquiring Fund for use in any “no-action” letters, applications for orders, registration statements, proxy materials and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with the requirements of the federal securities laws and other laws and regulations. (l) From the effective date of the Registration Statement (as defined in Section 5.7), ) through the time of the joint special meeting of Target Fund shareholders described in Section 5.2 and as of the Selling Funds’ Stockholders and on the Closing DateClosing, any written information furnished by the Acquiring Fund with respect to the Acquiring Fund for use in the Proxy Materials (as defined in Section 5.7), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. (lm) The No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated herein, except such as have been or will be obtained. (in) will elect to be taxed as a RICFor each taxable year of its operations, will qualify for including the tax treatment afforded RICs under the Code for its taxable year that includes the Closing Date, the Acquiring Fund: (i) has elected to qualify, has qualified or will qualify (in the case of the taxable year that includes the Closing Date) and intends to continue to qualify for such treatment for its subsequent taxable years, as a RIC under the Code; (ii) will be has been eligible to compute and has computed its U.S. federal income tax under Section 852 of the Code Code, and will do so for the taxable year that includes the Closing Date, ; and (iii) has been, and will be treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) (in the case of the Code for the taxable year that includes the Closing Date), treated as a separate corporation for federal income tax purposes. The Acquiring Fund has not taken any action, caused any action to be taken or caused any action to fail to be taken which action or failure could cause the Acquiring Fund to fail to qualify as a RIC. Prior to the Closing, the Acquiring Fund will have had no earnings and profits accumulated in any taxable year to which the provisions of Part I of Subchapter M of the Code did not apply to it. (m) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland law for the execution of this Agreement by the Acquiring Fund, or the performance of the Agreement by the Acquiring Fund, except for the effectiveness of the Registration Statement (as defined in Section 5.7) and the filing of any documents that may be required under Maryland state law and except for the filing of any documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date. (no) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, Act and any state securities laws as it may deem appropriate in order to continue its operations after consummate the Closing Datetransactions hereunder.

REPRESENTATIONS OF THE ACQUIRING FUND. The Trust, on behalf of the Acquiring Fund Fund, represents and warrants to each Selling Fund as follows: (a) The Acquiring Fund Trust is a corporation, business trust duly organized, validly existing and in good standing under the laws of the State Commonwealth of MarylandMassachusetts. (b) The Acquiring Fund is a separate series of the Trust duly authorized in accordance with the applicable provisions of the Acquiring FundTrust’s Articles Declaration of Incorporation and Bylaws, each as may be amended and/or restated from time to timeTrust. (c) The Acquiring Fund Trust is registered as a closedan open-end management investment company under the 1940 Act, and such registration has not been revoked or rescinded and is in full force and effect. (d) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not result, in a violation of the Acquiring FundTrust’s Articles Declaration of Incorporation Trust or Bylaws, each as may be amended and/or restated from time to time, By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. (e) No litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its the Acquiring Fund’s financial condition, the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein. (f) The financial statements of the Acquiring Fund as of its most recently completed August 31, 2016 and for the fiscal year end then ended have been prepared in accordance with generally accepted accounting principles and have been audited by an independent auditorsregistered public accounting firm, and such statements (copies of which have been furnished to the Selling Target Fund) fairly reflect the financial condition of the Acquiring Fund as of August 31, 2016, and there are no known liabilities, contingent or otherwise, of the Acquiring Fund as of such datedate that are not disclosed in such statements. (g) The financial statements of the Acquiring Fund as of February 28, 2017, and for the period then ended have been prepared in accordance with generally accepted accounting principles, and such statements (copies of which have been furnished to the Target Fund) fairly reflect the financial condition of the Acquiring Fund as of February 28, 2017, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Fund acknowledges that, for purposes of making this representation, the Acquiring Fund may rely on the opinions rendered by its independent registered public accounting firm in connection with the preparation of those annual financial statements. (gh) Since the date of the financial statements referred to in subsection (fg) above, there have been no material adverse changes in the Acquiring Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and the Acquiring Fund has there are no knowledge of any material known contingent liabilities of the Acquiring Fund arising after such date. For the purposes of this subsection (gh), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. (hi) All federal, state, local and other tax returns and reports of the Acquiring Fund required by law to be filed by it (taking into account permitted extensions for filing) have been timely filed and are complete and correct in all material respects. All federal, state, local and other taxes of the Acquiring Fund required to be paid (whether or not shown on any such return or report) have been paid or provision shall have been made for their payment and any such unpaid taxes, as of the date of the financial statements referred to above, are properly reflected thereon. To the best of the Acquiring Fund’s knowledge, no tax authority is currently auditing or preparing to audit the Acquiring Fund, and no assessment for taxes, interest, additions to tax or penalties has been asserted against the Acquiring Fund. (j) All issued and outstanding shares of the Acquiring Fund are, and, as of the Closing will be, duly and validly issued, fully paid and non-assessable by the Acquiring Fund (recognizing that under Massachusetts law, Acquiring Fund shareholders, under certain circumstances, could be held personally liable for the obligations of the Acquiring Fund). The Acquiring Fund has no outstanding options, warrants, or other rights to subscribe for or purchase shares of the Acquiring Fund, and there are no outstanding securities convertible into shares of the Acquiring Fund. (k) The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including the determination of the Acquiring Fund Board required pursuant to Rule 17a-8(a) of the 1940 Act. This Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (l) The Acquiring Fund Shares to be issued and delivered to the Selling Target Fund for the account of the Selling Target Fund Stockholders Shareholders pursuant to the terms of this Agreement will, at the Closing Datetime of the Closing, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued shares of the Acquiring Fund, and will be fully paid and non-assessable. The assessable (recognizing that under Massachusetts law, Acquiring Fund has no outstanding optionsshareholders, warrants or other rights to subscribe under certain circumstances, could be held personally liable for or purchase any shares the obligations of the Acquiring Fund, and has no outstanding securities convertible into shares of the Acquiring Fund). (im) The information to be furnished by the Acquiring Fund to the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities laws and other laws and regulations. (j) Other than approval by the Acquiring Fund Stockholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such determinations of the Acquiring Fund Board as may be required by Rule 17a-8 of the 1940 Act. Subject to approval by the Acquiring Fund stockholders, this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (kn) From the effective date of the Registration Statement (as defined in Section 5.7), through the time of the joint special meeting of the Selling Funds’ Stockholders Target Fund shareholders and on the Closing Date, any written information furnished by the Acquiring Fund Trust with respect to the Acquiring Fund for use in the Registration Statement, Proxy Materials (as defined in Section 5.7)and any supplement or amendment thereto or to the documents included or incorporated by reference therein, or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. (lo) The Acquiring Fund (i) will elect to be taxed as a RICFor each taxable year of its operations, will qualify for including the tax treatment afforded RICs under the Code for its taxable year that includes the Closing Date, the Acquiring Fund (i) has elected to qualify, has qualified or will qualify (in the case of the year that includes the Closing Date) and intends to continue to qualify for such treatment for its subsequent taxable years, as a RIC under the Code; (ii) will be has been eligible to compute and has computed its U.S. federal income tax under Section 852 of the Code Code, and will do so for the taxable year that includes the Closing Date, ; and (iii) has been, and will be (in the case of the taxable year that includes the Closing Date), treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) of the Code for the taxable year that includes the Closing DateCode. (m) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland law for the execution of this Agreement by the Acquiring Fund, or the performance of the Agreement by the Acquiring Fund, except for the effectiveness of the Registration Statement (as defined in Section 5.7) and the filing of any documents that may be required under Maryland state law and except for the filing of any documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date. (n) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

REPRESENTATIONS OF THE ACQUIRING FUND. The Northern Lights II and the Acquiring Fund represents represent and warrants warrant to each Selling TPM and the Acquired Fund as follows: (a) The Acquiring Fund is a corporationseparate series of a statutory trust, duly organized, validly existing and in good standing under the laws of the State of MarylandDelaware. (b) The Acquiring Fund is duly authorized in accordance with the applicable provisions a separate series of the Acquiring Fund’s Articles of Incorporation and Bylaws, each as may be amended and/or restated from time to time. (c) The Acquiring Fund a Delaware statutory trust that is registered as a closedan open-end management investment company, and such Delaware statutory trust’s registration with the SEC as an investment company under the 1940 Act, and such registration has not been revoked or rescinded and Act is in full force and effect. (c) The current Prospectus and Statement of Additional Information of the Acquiring Fund shall conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make such statements therein, in light of the circumstances under which they were made, not misleading. (d) The With respect to the Acquiring Fund is notFund, and the execution, delivery and performance of this Agreement will not result, result in a violation of the Acquiring Fundany material provision of Northern Lights II’s Articles Agreement and Declaration of Incorporation Trust or Bylaws, each as may be amended and/or restated from time to time, By-laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. (e) No Except as otherwise disclosed in writing to the Acquired Fund and accepted by the Acquired Fund, no litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending pending, or to its knowledge knowledge, threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, condition and the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein. (f) The financial statements There shall be no issued and outstanding shares of the Acquiring Fund as of its most recently completed fiscal year end have been prepared in accordance with generally accepted accounting principles and have been audited by independent auditors, and such statements (copies of which have been furnished prior to the Selling Fund) fairly reflect the financial condition Closing Date other than those issued to a seed capital investor (which shall be an affiliate of the Acquiring Fund as of such date, and there are no known contingent liabilities Fund) in order to commence operations of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Fund acknowledges that, for purposes of making this representation, the Acquiring Fund may rely on the opinions rendered by its independent registered public accounting firm in connection with the preparation of those annual financial statements.Fund; (g) Since the date of the financial statements referred to in subsection (f) above, there have been no material adverse changes in the Acquiring Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) All issued and the Acquiring Fund has no knowledge of any material contingent liabilities of the Acquiring Fund arising after such date. For the purposes of this subsection (g), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. (h) The outstanding Acquiring Fund Shares to be issued are, and delivered to the Selling Fund for the account of the Selling Fund Stockholders pursuant to the terms of this Agreement will, at the Closing DateDate will be, have been duly authorized. When so issued and delivered, such shares will be duly authorized and validly issued shares of the Acquiring Fundand outstanding, and will be fully paid and non-assessableassessable by the Acquiring Fund. The Acquiring Fund has no outstanding options, warrants warrants, or other rights to subscribe for or purchase any shares Acquiring Fund Shares, and there are no outstanding securities convertible into any Acquiring Fund Shares. (h) The execution, delivery, and performance of this Agreement has been duly authorized by all necessary action on the part of the Acquiring Fund, and has no outstanding securities convertible into shares this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (i) The information to be furnished by the Acquiring Fund to the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities laws and other laws and regulations. (j) Other than approval by the Acquiring Fund Stockholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such determinations of the Acquiring Fund Board as may be required by Rule 17a-8 of the 1940 Act. Subject to approval by the Acquiring Fund stockholders, this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (k) From the effective date of the Registration Statement (as defined in Section 5.7), this Agreement through the time of the joint special meeting of the Selling Funds’ Stockholders and on the Closing Date, any written information furnished by the Acquiring Fund Northern Lights II with respect to the Acquiring Fund for use in the Proxy Materials Statement (as defined in Section 5.7)paragraph 5.8, or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not materially misleading. (k) From the effective date of the Registration Statement (as defined in paragraph 5.7), through the time of the meeting of the Acquired Fund Shareholders and on the Closing Date, any written information furnished by Northern Lights II with respect to the Acquiring Fund for use in the Registration Statement or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not materially misleading. (l) The Acquiring Fund (i) will elect agrees to be taxed as a RICuse all commercially reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, will qualify for the tax treatment afforded RICs under the Code for its taxable year that includes the Closing Date1940 Act, and intends any state blue sky or securities laws as it may deem appropriate in order to continue to qualify for such treatment for its subsequent taxable years, (ii) will be eligible to compute its U.S. federal income tax under Section 852 of the Code for the taxable year that includes the Closing Date, and (iii) will be treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) of the Code for the taxable year that includes operations after the Closing Date. (m) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland Delaware law for the execution of this Agreement by Northern Lights II, for itself and on behalf of the Acquiring Fund, or the performance of the Agreement by Northern Lights II, for itself and on behalf of the Acquiring Fund, except for the effectiveness of the Registration Statement (as defined in Section 5.7) and the filing of any documents that may be required under Maryland state law and except for the filing of any documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received received, and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date. (n) The Acquiring Fund agrees intends to use all reasonable efforts elect and qualify as a RIC under the Code and will continue to obtain qualify as a RIC through the approvals end of its first taxable year, and authorizations required by is a fund that is treated as a separate corporation under Section 851(g) of the 1933 ActCode. (o) The Acquiring Fund is, and will be at the time of Closing, a new series portfolio of Northern Lights II created within the last 12 months, without assets (other than seed capital) or liabilities, formed for the purpose of receiving the assets and assuming the liabilities of the Acquired Fund in connection with the Reorganization and, accordingly, the 1940 ActAcquiring Fund has not prepared books of account and related records or financial statements or issued any shares except those issued in a private placement to Gemini Fund Services (“GFS”), and Northern Lights II’s administrator, the Advisor, or their affiliates to secure any state securities laws as it may deem appropriate in order to continue its operations after required initial shareholder approvals. On the Closing Date, the Acquiring Fund will have no assets other than nominal capital contributed by the GFS, the Advisor or their affiliates.

REPRESENTATIONS OF THE ACQUIRING FUND. The Acquiring Fund represents and warrants to each Selling Fund as follows: (a) The Acquiring Fund is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of MarylandMinnesota. (b) The Acquiring Fund is duly authorized in accordance with the applicable provisions of the Acquiring Fund’s Articles of Incorporation and Bylaws, each as may be amended and/or restated from time to time. (c) The Acquiring Fund is registered as a closed-end management investment company under the 1940 Act, and such registration has not been revoked or rescinded and is in full force and effect. (dc) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not result, in a violation of the Acquiring Fund’s Articles of Incorporation or BylawsIncorporation, each as may be amended and/or restated from time to time(the “Articles”), By-Laws, Statement Establishing and Fixing the Rights and Preferences of the VMTP Shares (the “VMTP Statement”), or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. (ed) No litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction transactions contemplated herein. (fe) The financial statements of the Acquiring Fund as of its most recently completed February 29, 2012 and for the fiscal year end then ended have been prepared in accordance with generally accepted accounting principles and have been audited by independent auditors, and such statements (copies of which have been furnished to the Selling each Acquired Fund) fairly reflect the financial condition of the Acquiring Fund as of such dateFebruary 29, 2012, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Fund acknowledges that, for purposes of making this representation, the Acquiring Fund may rely on the opinions rendered by its independent registered public accounting firm in connection with the preparation of those annual financial statements. (gf) Since the date of the financial statements referred to in subsection (fe) above, there have been no material adverse changes in the Acquiring Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and the Acquiring Fund has there are no knowledge of any material known contingent liabilities of the Acquiring Fund arising after such date. For the purposes of this subsection (gf), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. (g) All federal, state, local and other tax returns and reports of the Acquiring Fund required by law to be filed by it (taking into account permitted extensions for filing) have been timely filed and are complete and correct in all material respects. All federal, state, local and other taxes of the Acquiring Fund required to be paid (whether or not shown on any such return or report) have been paid or provision shall have been made for their payment and any such unpaid taxes are properly reflected on the financial statements referred to in subsection (e) above. To the best of the Acquiring Fund’s knowledge, no tax authority is currently auditing or preparing to audit the Acquiring Fund, and no assessment for taxes, interest, additions to tax or penalties has been asserted against the Acquiring Fund. (h) The authorized capital of the Acquiring Fund consists of 200,000,000 shares of common stock and 1,000,000 shares of preferred stock, par value $0.01 per share. All issued and outstanding shares of the Acquiring Fund are duly and validly issued, fully paid and non-assessable by the Acquiring Fund. The Acquiring Fund has no outstanding options, warrants, or other rights to subscribe for or purchase shares of the Acquiring Fund, and has no outstanding securities convertible into shares of the Acquiring Fund. (i) The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including the determinations of the Acquiring Fund Board required pursuant to Rule 17a-8(a) of the 1940 Act. Subject to approval by shareholders, this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (j) The Acquiring Fund Shares to be issued and delivered to the Selling each Acquired Fund for the account of the Selling Acquired Fund Stockholders Shareholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued shares of the Acquiring Fund, and will be fully paid and non-assessable. The Acquiring Fund has no outstanding options, warrants or other rights to subscribe for or purchase any shares of the Acquiring Fund, and has no outstanding securities convertible into shares of the Acquiring Fund. (ik) The information to be furnished by the Acquiring Fund to the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. (j) Other than approval by the Acquiring Fund Stockholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such determinations of the Acquiring Fund Board as may be required by Rule 17a-8 of the 1940 Act. Subject to approval by the Acquiring Fund stockholders, this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (kl) From the effective date of the Registration Statement (as defined in Section 5.7), ) through the time of the joint special meeting of the Selling Funds’ Stockholders shareholders and on the Closing Date, any written information furnished by the Acquiring Fund with respect to the Acquiring Fund for use in the Proxy Materials (as defined in Section 5.7), or any other materials provided in connection with the ReorganizationReorganizations, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. (lm) The Acquiring Fund (i) will elect to be taxed as a RICFor each taxable year of its operations, will qualify for including the tax treatment afforded RICs under the Code for its taxable year that includes the Closing Date, the Acquiring Fund (i) has elected to qualify, has qualified or will qualify (in the case of the year that includes the Closing Date) and intends to continue to qualify for such treatment for its subsequent taxable yearsas a RIC under the Code, (ii) will be has been eligible to compute and has computed its U.S. federal income tax under Section 852 of the Code Code, and will do so for the taxable year that includes the Closing Date, and (iii) has been, and will be treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) (in the case of the Code for the taxable year that includes the Closing Date. (m) No governmental consents), approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland law treated as a separate corporation for the execution of this Agreement by the Acquiring Fund, or the performance of the Agreement by the Acquiring Fund, except for the effectiveness of the Registration Statement (as defined in Section 5.7) and the filing of any documents that may be required under Maryland state law and except for the filing of any documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Datefederal income tax purposes. (n) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

REPRESENTATIONS OF THE ACQUIRING FUND. The Acquiring Fund Company, on behalf of the Acquiring Fund, represents and warrants to each the Selling Fund as follows: (a) The Acquiring Fund Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of Maryland, with power under its articles of incorporation and by-laws, each as amended or supplemented from time to time, to own all of its properties and assets and to carry on its business as presently conducted. (b) The Acquiring Fund is a separate series of the Acquiring Company duly authorized in accordance with the applicable provisions of the Acquiring Fund’s Articles of Incorporation and Bylaws, each as may be amended and/or restated from time to timeCompany Governing Documents. (c) The Acquiring Fund Company is registered as a closedan open-end management investment company under the 1940 Act, and such registration has not been revoked or rescinded and is in full force and effect. (d) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not result, in a violation of the Acquiring FundCompany’s Articles of Incorporation or Bylaws, each as may be amended and/or restated from time to time, Governing Documents or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. (e) No litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Company or the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Company or the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Neither the Acquiring Company nor the Acquiring Fund knows of no any facts that might form the a reasonable basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein. (f) The financial statements execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund as Fund, and this Agreement constitutes a valid and binding obligation of its most recently completed fiscal year end have been prepared the Acquiring Fund, enforceable in accordance with generally accepted accounting principles and have been audited by independent auditorsits terms, subject to bankruptcy, insolvency, reorganization, moratorium, and such statements (copies of which have been furnished other laws relating to the Selling Fund) fairly reflect the financial condition of the Acquiring Fund as of such date, or affecting creditors’ rights and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Fund acknowledges that, for purposes of making this representation, the Acquiring Fund may rely on the opinions rendered by its independent registered public accounting firm in connection with the preparation of those annual financial statementsto general equity principles. (g) Since the date of the financial statements referred to in subsection (f) above, there have been no material adverse changes in the Acquiring Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and the Acquiring Fund has no knowledge of any material contingent liabilities of the Acquiring Fund arising after such date. For the purposes of this subsection (g), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. (h) The Acquiring Fund Shares to be issued and delivered to the Selling Fund for the account of the Selling Fund Stockholders Shareholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorizedauthorized and will constitute all of the issued and outstanding shares of the Acquiring Fund as of the Closing Date. When so issued and delivered, such shares will be duly and validly issued shares of the Acquiring Fund, and will be fully paid and non-assessable. The Acquiring Fund has no outstanding options, warrants or other rights to subscribe for or purchase any shares of the Acquiring Fund, and has no outstanding securities convertible into shares of the Acquiring Fund. (ih) The information to be furnished by the Acquiring Fund to the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with U.S. federal securities and all other applicable federal, state and local laws and regulations. (j) Other than approval by the Acquiring Fund Stockholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such determinations of the Acquiring Fund Board as may be required by Rule 17a-8 of the 1940 Act. Subject to approval by the Acquiring Fund stockholders, this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (ki) From the effective date of the Registration Statement (as defined in Section 5.7), through the time of the joint special meeting of the Selling Funds’ Stockholders Fund Shareholders and on the Closing Date, any written information furnished by the Acquiring Fund Company with respect to the Acquiring Fund for use in the Proxy Materials (as defined in Section 5.7), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. (lj) The For each taxable year of its operations prior to the Closing Date, the Acquiring Fund (i) will elect has elected to be taxed qualify, and has qualified, as a RIC, will qualify for the tax treatment afforded RICs “regulated investment company” under Subchapter M of the Code for its taxable year that includes the Closing Date, and intends to continue to qualify for such treatment for its subsequent taxable years(a “RIC”), (ii) will be has been eligible to compute and has computed its U.S. federal income tax under Section 852 of the Code for the taxable year that includes the Closing DateCode, and (iii) has been, and will be as of the Closing Date treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) of the Code for the taxable year that includes Code. The Acquiring Fund will qualify as a RIC as of the Closing DateDate and will have satisfied as of the close of its most recent prior quarter of its taxable year, the diversification requirements of Section 851(b)(3) of the Code without regard to the last sentence of Section 851(d) of the Code. The Acquiring Fund has not taken any action, caused any action to be taken or caused any action to fail to be taken which action or failure could cause the Acquiring Fund to fail to qualify as a RIC under the Code. (mk) The annual financial statements of the Acquiring Fund for the fiscal year ended June 30, 2014, which have been audited by an independent registered public accounting firm, and the unaudited semi-annual financial statements of the Acquiring Fund for the six-month period ended December 31, 2014, have been prepared in accordance with generally accepted accounting principles, and such statements (copies of which have been furnished to the Selling Fund) fairly reflect the financial condition of the Acquiring Fund as of June 30, 2014, and December 31, 2014 respectively, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. (l) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland law for the execution of this Agreement by the Acquiring Company, for itself and on behalf of the Acquiring Fund, or the performance of the this Agreement by the Acquiring Company, for itself and on behalf of the Acquiring Fund, except for the effectiveness of the Registration Statement (as defined in Section 5.7) and the filing of any documents that may be required under Maryland state law and except for the filing of any documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date. (nm) The Acquiring Fund agrees to use all commercially reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any other applicable federal and state securities laws as it may deem appropriate in order to continue its operations after the Closing Date. (n) The Acquiring Company’s Board of Directors satisfies the fund governance standards defined in Rule 0-1(a)(7) under the 1940 Act as they currently apply to the Acquiring Company. (i) At least 33 1/3% of the assets of the Selling Fund meet the investment objectives, strategies, policies, risks and restrictions of the Acquiring Fund, (ii) the Acquiring Fund did not modify any of its investment objectives, strategies, policies, risks or restrictions in connection with the Reorganization, and (iii) the Acquiring Fund has no plan or intention to change any of its investment objectives, strategies, policies, risks or restrictions after the Reorganization without shareholder approval and/or notice. (p) To the knowledge of the Acquiring Fund’s management, there is no plan or intention by the Selling Fund shareholders to sell, exchange, or otherwise dispose of a number of Selling Fund shares (or Acquiring Fund shares received in the Reorganization), in connection with the Reorganization, that would reduce the Selling Fund shareholders’ ownership of the Selling Fund shares (or equivalent Acquiring Fund shares) to a number of shares that is less than 50% of the current number of Selling Fund shares outstanding. (q) The Acquiring Fund does not own, directly or indirectly, nor has it owned during the past five years, directly or indirectly, any stock of the Selling Fund. (r) There is no indebtedness existing between the Acquiring Fund and the Selling Fund that was issued, acquired, or will be settled at a discount. (s) The Acquiring Fund has no plan or intention to reacquire any of the Acquiring Fund shares issued in the Reorganization other than redemptions that the Acquiring Fund will make as an open-end investment company pursuant to Section 22(c) of the Investment Company Act of 1940.

REPRESENTATIONS OF THE ACQUIRING FUND. The Acquiring Fund represents and warrants to each Selling Fund as follows: (a) The Acquiring Fund is a corporationbusiness trust, duly organized, validly existing and in good standing under the laws of the State Commonwealth of MarylandMassachusetts. (b) The Acquiring Fund is duly authorized in accordance with the applicable provisions of the Acquiring Fund’s Articles of Incorporation and Bylaws, each as may be amended and/or restated from time to time. (c) The Acquiring Fund is registered as a closed-end management investment company under the 1940 Act, and such registration has not been revoked or rescinded and is in full force and effect. (dc) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement (subject to the receipt of requisite shareholder approval and compliance with the other provisions hereof) will not result, in a violation of the Acquiring Fund’s Articles Declaration of Incorporation Trust or Bylaws, each as may be amended and/or restated from time to time, By-Laws or of any material agreement, indenture, instrument, contract, lease, lease or other undertaking to which the Acquiring Fund is a party or by which it is bound. (ed) No litigation, administrative proceeding or investigation of or before any court or governmental body currently is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction transactions contemplated herein. (fe) The financial statements of the Acquiring Fund as of its most recently completed December 31, 2016, and for the fiscal year end then ended, have been prepared in accordance with generally accepted accounting principles in the United States of America and have been audited by independent auditors, and such statements (copies of which have been furnished to the Selling Target Fund) fairly reflect the financial condition of the Acquiring Fund as of such dateDecember 31, 2016, and there are no known liabilities, contingent liabilities or otherwise, of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Fund acknowledges that, for purposes of making this representation, the Acquiring Fund may rely on the opinions rendered by its independent registered public accounting firm in connection with the preparation of those annual financial statements. (gf) Since the date of the financial statements referred to in subsection (fe) above, there have been no material adverse changes in the Acquiring Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) ), and the Acquiring Fund has there are no knowledge of any material known liabilities, contingent liabilities or otherwise, of the Acquiring Fund arising that have arisen after such date. For the purposes of this subsection . (g)) All federal, a decline in the net asset value state, local and other tax returns and reports of the Acquiring Fund shall required by law to be filed by it (taking into account permitted extensions for filing) have been timely filed and are complete and correct in all material respects. All federal, state, local and other taxes of the Acquiring Fund required to be paid (whether or not constitute a material adverse changeshown on any such return or report) have been paid, or provision will have been made for the payment thereof, and any such unpaid taxes, as of the date of the financial statements referred to above, are properly reflected thereon. To the best of the Acquiring Fund’s knowledge, no tax authority is currently auditing or preparing to audit the Acquiring Fund, and no assessment for taxes, interest, additions to tax or penalties has been asserted against the Acquiring Fund. (h) The authorized capital of the Acquiring Fund Shares to be consists of an unlimited number of common and preferred shares of beneficial interest, par value $0.01 per share. All of the issued and delivered to the Selling Fund for the account of the Selling Fund Stockholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued outstanding shares of the Acquiring FundFund are duly and validly issued, and will be fully paid and non-assessableassessable by the Acquiring Fund (recognizing that under Massachusetts law, Acquiring Fund shareholders, under certain circumstances, could be held personally liable for the obligations of the Acquiring Fund). The Acquiring Fund has no outstanding preferred shares; no outstanding options, warrants or other rights to subscribe for or purchase any shares of the Acquiring Fund, ; and has no outstanding securities convertible into shares of the Acquiring Fund. (i) The information to be furnished by the Acquiring Fund to the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. (j) Other than approval by the Acquiring Fund Stockholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such the determinations of the Acquiring Fund Board as may be required by pursuant to Rule 17a-8 of 17a-8(a) under the 1940 Act. Subject to approval by the Acquiring Fund stockholdersreceipt of requisite shareholder approval, this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, enforcement to bankruptcy, insolvency, reorganization, moratorium, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles. (j) The Acquiring Fund Common Shares to be issued and delivered to the Target Fund for the account of Target Fund Common Shareholders pursuant to the terms of this Agreement will, at the Closing, have been duly authorized. When so issued and delivered, such Acquiring Fund Common Shares will be duly and validly issued shares of the Acquiring Fund, and will be fully paid and non-assessable by the Acquiring Fund (recognizing that under Massachusetts law, Acquiring Fund shareholders, under certain circumstances, could be held personally liable for the obligations of the Acquiring Fund). (k) The information to be furnished by the Acquiring Fund for use in any “no-action” letters, applications for orders, registration statements, proxy materials and other documents that may be necessary in connection with the transactions contemplated herein will be accurate and complete in all material respects and will comply in all material respects with the requirements of the federal securities laws and other laws and regulations. (l) From the effective date of the Registration Statement (as defined in Section 5.7), ) through the time of the joint special meeting of the Selling Funds’ Stockholders shareholders and on the Closing Date, any written information furnished by the Acquiring Fund with respect to the Acquiring Fund for use in the Proxy Materials (as defined in Section 5.7), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. (lm) The Acquiring Fund (i) will elect to be taxed as a RICFor each taxable year of its operations, will qualify for including the tax treatment afforded RICs under the Code for its taxable year that includes the Closing Date, the Acquiring Fund (i) has elected to qualify, has qualified or will qualify (in the case of the year that includes the Closing Date) and intends to continue to qualify for such treatment for its subsequent taxable years, as a RIC under the Code; (ii) will be has been eligible to compute and has computed its U.S. federal income tax under Section 852 of the Code Code, and will do so for the taxable year that includes the Closing Date, ; and (iii) has been, and will be treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) (in the case of the Code for the taxable year that includes the Closing Date. (m) No governmental consents), approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland law treated as a separate corporation for the execution of this Agreement by the Acquiring Fund, or the performance of the Agreement by the Acquiring Fund, except for the effectiveness of the Registration Statement (as defined in Section 5.7) and the filing of any documents that may be required under Maryland state law and except for the filing of any documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Datefederal income tax purposes. (n) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, Act and any state securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

REPRESENTATIONS OF THE ACQUIRING FUND. The Acquiring Fund represents and warrants to each Selling Fund as follows: (a) The Acquiring Fund is a corporation, duly organized, validly existing existing, and in good standing under the laws of the State of MarylandMaryland with the power to own all of its properties and assets and to carry on its business as presently conducted. (b) The Acquiring Fund is duly authorized in accordance with the applicable provisions of the Acquiring Fund’s Articles of Incorporation and Bylaws, each as may be amended and/or restated from time to time. (c) The Acquiring Fund is registered as a closedan open-end management investment company under the 1940 Act, and such registration has not been revoked or rescinded and is in full force and effect. (dc) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not resultnot, result in a violation of the Acquiring Fund’s 's Articles of Incorporation or Bylaws, each as may be amended and/or restated from time to time, By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. (ed) No litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein. (fe) The financial statements of the Acquiring Fund as of its most recently completed September 30, 2001 and for the fiscal year end then ended have been prepared in accordance with generally accepted accounting principles and have been audited by independent auditorsprinciples, and such statements (copies of which have been furnished to the Selling Fund) fairly reflect the financial condition of the Acquiring Fund as of such dateSeptember 30, 2001 and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Fund acknowledges that, for purposes of making this representation, the Acquiring Fund may rely on the opinions rendered by its independent registered public accounting firm in connection with the preparation of those annual financial statements. (gf) Since the date of the financial statements referred to in subsection (fe) above, there have been no material adverse changes in the Acquiring Fund’s 's financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and the Acquiring Fund has no knowledge of any material contingent liabilities of the Acquiring Fund arising after such date). For the purposes of this subsection (gf), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. (g) All federal and other tax returns and reports of the Acquiring Fund required by law to be filed, have been filed. All federal and other taxes shown due on such returns and reports have been paid or provision shall have been made for their payment. To the best of the Acquiring Fund's knowledge, no such return is currently under audit, and no assessment has been asserted with respect to such returns. (h) All issued and outstanding Acquiring Fund Shares are duly and validly issued and outstanding, fully paid and non-assessable by the Acquiring Fund. The Acquiring Fund has no outstanding options, warrants, or other rights to subscribe for or purchase any Acquiring Fund Shares, and there are no outstanding securities convertible into any Acquiring Fund Shares. (i) The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, and this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights and to general equity principles. (j) Acquiring Fund Shares to be issued and delivered to the Selling Fund for the account of the Selling Fund Stockholders Shareholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued shares of the Acquiring FundFund Shares, and will be fully paid and non-assessable. The Acquiring Fund has no outstanding options, warrants or other rights to subscribe for or purchase any shares of the Acquiring Fund, and has no outstanding securities convertible into shares of the Acquiring Fund. (ik) The information to be furnished by the Acquiring Fund to the Selling Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. (j) Other than approval by the Acquiring Fund Stockholders, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such determinations of the Acquiring Fund Board as may be required by Rule 17a-8 of the 1940 Act. Subject to approval by the Acquiring Fund stockholders, this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles. (kl) From the effective date of the Registration Statement (as defined in Section 5.7), through the time of the joint special meeting of the Selling Funds’ Stockholders Fund Shareholders and on the Closing Date, any written information furnished by the Acquiring Fund with respect to the Acquiring Fund for use in the Proxy Materials (as defined in Section 5.7), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. (lm) The For each taxable year of its operations, the Acquiring Fund (i) will elect has elected to be taxed as a RICqualify, will qualify for the tax treatment afforded RICs under the Code for its taxable year that includes the Closing Date, has qualified and intends to shall continue to qualify for such treatment for its subsequent taxable years, (ii) will be eligible to compute its U.S. federal income tax under Section 852 of the Code for the taxable year that includes the Closing Date, and (iii) will be treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) of the Code for the taxable year that includes the Closing Date. (m) No governmental consents, approvals, authorizations or filings are required RIC under the 1933 Act, the 1934 Act, the 1940 Act or Maryland law for the execution of this Agreement by the Acquiring Fund, or the performance of the Agreement by the Acquiring Fund, except for the effectiveness of the Registration Statement (as defined in Section 5.7) and the filing of any documents that may be required under Maryland state law and except for the filing of any documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing DateCode. (n) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

REPRESENTATIONS OF THE ACQUIRING FUND. The Acquiring Fund hereby represents and warrants to each Selling Fund the Acquired Fund, as follows, which representations and warranties shall be true and correct on the date hereof and agrees to confirm the continuing accuracy and completeness of the following at the Closing Date: (a) The Acquiring Fund is a corporationseparate series of the Trust, a statutory trust, duly organized, validly existing existing, and in good standing under the laws of the State of MarylandDelaware. (b) The Acquiring Fund Trust is duly authorized in accordance registered as an investment company classified as a management company of the open-end type, and its registration with the applicable provisions of Commission as an investment company under the Acquiring Fund’s Articles of Incorporation 1940 Act is in full force and Bylaws, each as may be amended and/or restated from time to timeeffect. (c) The current prospectus and statement of additional information of the Acquiring Fund is registered as a closed-end management investment company under conform in all material respects to the applicable requirements of the 1933 Act and the 1940 ActAct and the rules and regulations of the Commission thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, and such registration has in light of the circumstances under which they were made, not been revoked or rescinded and is in full force and effectmisleading. (d) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not result, in a violation of the Acquiring Fund’s Articles Trust's Declaration of Incorporation Trust or Bylaws, each as may be amended and/or restated from time to time, By-laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. (e) No Except as otherwise disclosed in writing to the Acquired Fund, no litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business business, or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction transactions contemplated herein. (f) The Acquiring Fund's audited statement of assets and liabilities as of September 30, 2011, and unaudited statement of assets and liabilities as of March 31, 2012, were prepared in accordance with U.S. generally accepted accounting principles (except as set forth in the notes thereto), consistently applied throughout the periods then ended, and fairly present the financial statements condition and results of operations of the Acquiring Fund as of its most recently completed fiscal year end have been prepared the respective dates thereof and for the respective periods covered thereby subject, in accordance with generally accepted accounting principles and have been audited by independent auditors, and such statements (copies of which have been furnished to the Selling Fund) fairly reflect the financial condition case of the Acquiring Fund as of such date, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. The Selling Fund acknowledges that, for purposes of making this representation, the Acquiring Fund may rely on the opinions rendered by its independent registered public accounting firm in connection with the preparation of those annual unaudited financial statements, to normal year-end audit adjustments. (g) Since the date of the financial statements referred to in subsection (f) aboveMarch 31, 2012, there have has not been no any material adverse changes change in the Acquiring Fund’s 's financial condition, assets, liabilities liabilities, or business (other than changes occurring in the ordinary course of business) and , or any incurrence by the Acquiring Fund has no knowledge of any material contingent liabilities of indebtedness maturing more than one year from the Acquiring Fund arising after date such dateindebtedness was incurred, except as otherwise disclosed to the Acquired Fund. For the purposes of this subsection subparagraph (g), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. (h) The All issued and outstanding shares of the Acquiring Fund Shares to be issued are, and delivered to the Selling Fund for the account of the Selling Fund Stockholders pursuant to the terms of this Agreement will, at the Closing DateDate will be, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued shares of the Acquiring Fundand outstanding, and will be fully paid and non-assessable. The Acquiring Fund has no does not have outstanding any options, warrants warrants, or other rights to subscribe for or purchase any shares of the Acquiring Fund, and has no nor is there outstanding securities any security convertible into any shares of the Acquiring Fund. (i) The information to be furnished by All federal and other tax returns and reports of the Acquiring Fund required by law to the Selling Fund for use in no-action lettershave been filed (giving effect to any extensions) have been timely filed and are or were true, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate correct and complete in all material respects as of the time of their filing, and all taxes of the Acquiring Fund which are due and payable (whether or not shown on any tax records) shall have been timely paid in full or provision has been made for payment thereof. The Acquiring Fund is not liable for taxes of any person other than itself and is not a party to or otherwise bound by any tax sharing, allocation, assumption or indemnification agreement or arrangement. All of the Acquiring Fund's tax liabilities have been adequately provided for on its books and records in respect of all periods ending on or before the date of such books and records. The Acquiring Fund has not had any tax deficiency or liability asserted against it that has not been previously disclosed in writing to the Acquired Fund or question with respect thereto raised, and no dispute, audit, investigation, proceeding or claim concerning any tax liabilities of the Acquiring Fund has been raised by the Internal Revenue Service or by any other governmental authority in writing, and to the Acquiring Fund's knowledge, no such dispute, audit, investigation, proceeding or claim is pending, being conducted or claimed. (j) The Acquiring Fund has elected to be, and has met the requirements of Subchapter M of the Code for qualification and treatment as, a "regulated investment company" within the meaning of Sections 851 et seq. of the Code in respect of each taxable year since the commencement of operations, and shall comply continue to meet such requirements at all times through the Closing Date. The Acquiring Fund has not at any time since its inception been liable for and is not now liable for any material income or excise tax pursuant to Section 852 or 4982 of the Code. The Acquiring Fund has no other material tax liability (foreign, state, or local), except as accrued on the Acquiring Fund's books and records. The Acquiring Fund has no earnings and profits accumulated with respect to any taxable year in which the provisions of Subchapter M of the Code did not apply. (k) The Acquiring Fund is not under the jurisdiction of a court in a "Title 11 or similar case" (within the meaning of Section 368(a)(3)(A) of the Code). (l) Except as otherwise disclosed in writing to the Acquired Fund, the Acquiring Fund is in compliance in all material respects with federal securities the Code and applicable regulations promulgated under the Code pertaining to the reporting of dividends and other laws distributions on and regulationsredemptions of its shares and has withheld in respect of dividends and other distributions and redemption proceeds and paid to the proper taxing authority all taxes required to be withheld, and is not liable for any penalties which could be imposed thereunder. (jm) Other than approval by the The Acquiring Fund Stockholdershas not granted any waiver, extension or comparable consent regarding the application of the statute of limitations with respect to any taxes or tax return that is outstanding, nor has any request for such waiver or consent been made. (n) The Acquiring Fund does not own any "converted property" (as that term is defined in Treasury Regulation Section 1.337(d)-7(a)(1)) that is subject to the rules of Section 1374 of the Code as a consequence of the application of Section 337(d)(1) of the Code and Treasury Regulations thereunder. (o) The Acquiring Fund has not previously been a party to a reorganization under Section 368(a) of the Code. (p) The Acquiring Fund has not received written notification from any tax authority that asserts a position contrary to any of the above representations in (i) through (o). (q) The execution, delivery delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, including such determinations of the Acquiring Fund Board as may be required by Rule 17a-8 of the 1940 Act. Subject to approval by the Acquiring Fund stockholders, and this Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ ' rights and to general equity principles. (kr) From The Acquiring Fund Shares to be issued and delivered to the effective date Acquired Fund, for the account of the Registration Statement (as defined in Section 5.7)Acquired Fund Shareholders, through pursuant to the time terms of the joint special meeting of the Selling Funds’ Stockholders and on this Agreement will, at the Closing Date, any written have been duly authorized and, when so issued and delivered, will be duly and validly issued Acquiring Fund Shares, and will be fully paid and non-assessable. (s) The information furnished by the Acquiring Fund with respect to the Acquiring Fund for use in the Proxy Materials (as defined in Section 5.7)no-action letters, or any applications for orders, registration statements, and other materials provided documents that may be necessary in connection with the Reorganization, transactions contemplated hereby is accurate and complete in all material respects and complies in all material respects with federal securities and other laws and regulations thereunder applicable thereto. (t) The Prospectus/Information Statement included in the Registration Statement does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statementsstatements therein, in light of the circumstances under which such statements were made, not misleading. (l) The Acquiring Fund (i) will elect to be taxed as a RIC, will qualify for the tax treatment afforded RICs under the Code for its taxable year that includes the Closing Date, and intends to continue to qualify for such treatment for its subsequent taxable years, (ii) will be eligible to compute its U.S. federal income tax under Section 852 of the Code for the taxable year that includes the Closing Date, and (iii) will be treated as a separate corporation for U.S. federal income tax purposes pursuant to Section 851(g) of the Code for the taxable year that includes the Closing Date. (m) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Maryland law for the execution of this Agreement by the Acquiring Fund, or the performance of the Agreement by the Acquiring Fund, except for the effectiveness of the Registration Statement (as defined in Section 5.7) and the filing of any documents that may be required under Maryland state law and except for the filing of any documents that may be required under the 1933 Act, the 1934 Act and the 1940 Act and such other consents, approvals, authorizations and filings as have been made or received and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date. (nu) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any such of the state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date.