Common use of The Reorganization Clause in Contracts

The Reorganization. 1.1 The Acquired Fund will transfer to the Surviving Fund all of its assets (consisting of, without limitation, portfolio securities and instruments, dividend and interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of this Agreement. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferred. 1.6 The legal existence of the Acquired Fund shall be terminated promptly following the Liquidation Date.

The Reorganization. 1.1 The (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund will agrees to sell, convey, transfer and deliver to the Surviving Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of its assets the Acquired Fund Investments (consisting of, without limitation, portfolio securities and instruments, dividend and including interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities accrued as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer on debt instruments) and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of assume substantially all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, in exchange for distribution that number of Merger Shares provided for in accordance with paragraph 1.3 hereof pro rata Section 4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Acquired Fund will distribute all Merger Shares received by it to its shareholders in exchange for their Acquired Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the amounts due the shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided based on their respective holdings in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of this AgreementValuation Time. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their All issued and outstanding Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution simultaneously will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund canceled on the books of the Surviving Fund to open accounts on Acquired Fund. (b) If it is determined that the share records of the Surviving Fund in the names portfolios of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Acquiring Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificatessuch investments, in the Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such form and accompanied by investments as may be necessary to avoid violating such surety bonds limitations as of the Closing Date. Notwithstanding the foregoing, (i) nothing herein will require the Acquired Fund may require to dispose of any portfolios, securities or other investments, if, in the reasonable judgment of the Board of Trustees or the Acquired Fund’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund, and (collectively, an “Affidavit”), to ii) nothing will permit the Acquired Fund prior to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Board of Trustees or the Acquiring Fund’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date. Any , the Acquired Fund Share certificate that remains outstanding on shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders all of its net investment company taxable income to and including the Closing Date shall be deemed Date, if any (computed without regard to any deduction for dividends paid), and all of its net capital gain realized to and including the Closing Date, if any. (d) The Acquired Fund will pay or cause to be cancelled, shall no longer show evidence of ownership of paid to the Acquiring Fund any interest the Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered receives on or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to after the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder any of the Acquired Fund Shares Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 P.M., Eastern Time, on the books Closing Date, or such earlier or later date and time as may be mutually agreed upon in writing (the “Valuation Time”). (f) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund Fund, as of that time shallthe Valuation Time, as a condition shall be confirmed to the Acquiring Fund pursuant to Section 2(k) of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferredthis Agreement. 1.6 (g) The legal existence Acquired Fund will be terminated following the Closing Date by terminating its registration under the 1940 Act and its organization under Massachusetts law and, where it is required to do so, will withdraw its authority to do business in any state. (h) The Acquiring Fund will file with the Secretary of the Acquired Fund shall be terminated promptly following Commonwealth of Massachusetts any necessary amendment to the Liquidation DateTrust Declaration and By-Laws to consummate the Reorganization.

The Reorganization. 1.1 The Acquired Fund will Subject to requisite approvals and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Predecessor Entity agrees to sell, assign, convey, transfer to the Surviving Fund and deliver all of its property and assets, as set forth in paragraph 1.2, to the Successor Fund, and the Successor Entity, on behalf of the Successor Fund, agrees in exchange therefor to deliver to the Predecessor Entity 100% of the beneficial interest in the Successor Fund as of the time and date set forth in paragraph 3.1. Subject to such approvals, terms and conditions, and on the basis of such representations and warranties, the Successor Entity, on behalf of the Successor Fund, further agrees to assume all liabilities of the Predecessor Entity, as set forth in paragraph 1.2. Such transactions shall take place on a closing date as provided for in paragraph 3.1 (the “Closing Date”). 1.2 The property and assets (consisting ofof the Predecessor Entity to be sold, assigned, conveyed, transferred and delivered to and acquired by the Successor Entity, on behalf of the Successor Fund, shall consist of all assets and property of every kind and nature of the Predecessor Entity, including, without limitation, portfolio securities all rights, receivables (including dividend, interest and instrumentsother receivables), dividend and interest receivablescash, cash equivalents, claims (whether absolute or contingent, known or unknown), securities, commodities and rights of actionfutures interests, cash good will and other assets) as set forth in a statement of assets intangible property, any deferred or prepaid expenses and liabilities as all interests, rights, privileges and powers (collectively, “Assets”). The Successor Entity, on behalf of the Successor Fund, shall assume all of the liabilities and obligations of the Predecessor Entity, including, without limitation, all indemnification obligations of the Predecessor Entity with respect to the current and former Trustees and officers of the Predecessor Entity, whether accrued or contingent, known or unknown, existing at the Valuation Time Date (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”Section 2) (collectively, the “AssetsLiabilities”). The Predecessor Entity will sell, free assign, convey, transfer and clear deliver to the Successor Entity, on behalf of all liens the Successor Fund, any rights, stock dividends, or other securities received by the Predecessor Entity after the Closing Date as stock dividends or other distributions on or with respect to the property and encumbrancesassets transferred, except as otherwise provided hereinwhich rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Successor Entity, on behalf of the Successor Fund, at the Closing Date and shall not be separately valued, in exchange solely for which case any such distribution that remains unpaid as of the Closing Date shall be included in the determination of the value of the assets of the Predecessor Entity acquired by the Successor Entity, on behalf of the Successor Fund. 1.3 Immediately upon delivery to the Predecessor Entity of the Successor Fund Interest, the Predecessor Entity, as the holder of 100% of the beneficial interest in the Successor Fund, shall (a) approve the assumption by advisory agreement with respect to the Surviving Fund of all Successor Fund, (b) elect Trustees of the liabilities Successor Entity, on behalf of the Acquired Successor Fund including and (c) approve any other matter for which approval of the Acquired Fundholders of beneficial interests is required. 1.4 Immediately following the actions contemplated by paragraph 1.1, the Predecessor Entity shall (a) distribute to each Predecessor Entity Interest Holder of record as of the Closing Date a portion of the Successor Fund Interest corresponding to such Predecessor Entity Interest Holder’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising beneficial interest in the ordinary course Predecessor Entity as of business such date, in accordance with Sections 8.2 and 9.2 of the Amended and Restated Declaration of Trust of the Predecessor Entity (collectively, the “LiabilitiesPredecessor Entity Charter”) and (b) the issuance terminate and delivery by the Surviving Fund to the Acquired Fund, for distribution dissolve in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as said Section 9.2 of the Valuation Time Predecessor Entity Charter and applicable law. The Successor Entity shall record the transfers of the Successor Fund Interest as described in Section 1.1 and this Section 1.4 on its books in accordance with Section 4.4 of the Declaration of Trust of the Successor Entity (the “Acquired Fund ShareholdersSuccessor Entity Charter”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of this Agreement. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving aggregate net asset value of the Successor Fund will Interests so transferred shall be equal to the aggregate net asset value of the Predecessor Entity Interests owned by Predecessor Entity Interest Holders on the Closing Date. The Successor Fund shall not issue share certificates representing the Reorganization Shares Successor Fund Interests in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstancestransfers. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership 1.5 [intentionally omitted.] 1.6 Any regulatory reporting responsibility of Acquired Fund Shares surrender such certificates a Predecessor Entity, including, but not limited to, the responsibility for filing regulatory reports or deliver an affidavit other documents with respect to lost certificates, in such form the Securities and accompanied by such surety bonds as the Acquired Fund may require Exchange Commission (collectively, an “AffidavitCommission”), to any state securities commission, or any other relevant regulatory authority (but excluding the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelledfiling of any tax returns), shall no longer show evidence of ownership of Acquired Fund Shares is and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by remain the Surviving Fund subsequent to the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance responsibility of the Reorganization Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferredPredecessor Entity. 1.6 The legal existence of the Acquired Fund shall be terminated promptly following the Liquidation Date.

The Reorganization. 1.1 The (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund will agrees to sell, convey, transfer and deliver to the Surviving Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of its assets the Acquired Fund Investments (consisting of, without limitation, portfolio securities and instruments, dividend and including interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities accrued as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer on debt instruments) and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of assume substantially all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, in exchange for distribution that number of Merger Shares provided for in accordance with paragraph 1.3 hereof pro rata Section 4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Acquired Fund will distribute all Merger Shares received by it to its shareholders in exchange for their Acquired Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the amounts due the shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided based on their respective holdings in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date Valuation Time. (b) If it is determined that the portfolios of execution of this Agreement. The the Acquired Fund reserves and the right Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to sell such investments, the Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, (i) nothing herein will require the Acquired Fund to dispose of any of these portfolios, securities or other assets prior investments, if, in the reasonable judgment of the Acquired Fund Trust Board of Trustees or the Acquired Fund’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund, and (ii) nothing will permit the Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund Trust Board of Trustees or the Acquiring Fund’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders all of its net investment company taxable income to and including the Closing Date, if any (computed without regard to any deduction for dividends paid), and all of its net capital gain realized to and including the Closing Date, if any. (d) The Acquired Fund will distribute pay or cause to be paid to the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to Acquiring Fund any interest the Acquired Fund Shareholders in actual receives on or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to after the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder any of the Acquired Fund Shares Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern Time, on the books Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (f) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund Fund, as of that time shallthe Valuation Time, as a condition shall be confirmed to the Acquiring Fund pursuant to Section 2(k) of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferredthis Agreement. 1.6 (g) The legal existence Acquired Fund will be terminated following the Closing Date by terminating its registration under the 1940 Act and its organization under Massachusetts law and, where it is required to do so, will withdraw its authority to do business in any state. (h) The Acquiring Fund will file with the Secretary of the Commonwealth of Massachusetts any necessary amendment to the Acquiring Fund Trust Declaration and Acquiring Fund Trust By-laws to consummate the Reorganization. (i) The Acquiring Fund and the Acquired Fund shall each understands and acknowledges that the Acquiring Fund has or intends to enter into a similar Agreement and Plan of Reorganization (each an “Other Reorganization”) with Xxxx Xxxxxxx Growth Trends Fund and Xxxx Xxxxxxx Technology Fund (each an “Other Acquired Fund”) pursuant to which the Acquiring Fund: (1) would acquire substantially all of the assets and assume substantially all of the liabilities of the Other Acquired Fund, and (2) common shareholders of the Other Acquired Fund will become common shareholders of the Acquiring Fund. The effective date of each such Other Reorganization is expected to be terminated promptly following in proximity to the Liquidation Closing Date, however, no Other Reorganizations may occur simultaneously with the Reorganization or with one another, and any Other Reorganization may occur at any such time as the Acquiring Fund and the relevant Other Acquired Fund may agree. The consummation of the Reorganization is not conditioned upon the consummation of any such Other Reorganization. The Acquiring Fund and the Acquired Fund each understands, acknowledges and agrees that any or all of such Other Reorganizations may not occur and the status of any such Other Reorganization will not have a bearing on the consummation of the Reorganization.

The Reorganization. 1.1 The (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund will agrees to sell, convey, transfer and deliver to the Surviving Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of its assets the Acquired Fund Investments (consisting of, without limitation, portfolio securities and instruments, dividend and including interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities accrued as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer on debt instruments) and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of assume all of the known liabilities of the Acquired Fund, in exchange for that number of Merger Shares provided for in Section 4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Company will redeem its Acquired Fund including Shares in exchange for all Merger Shares received by it and will distribute such Merger Shares to its shareholders. Such distributions shall be accomplished by the Acquired Fund’s liabilities, debts, obligations, and duties opening of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising shareholder accounts on the share ledger records of the Acquiring Fund in the ordinary course amounts due the shareholders of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided based on their respective holdings in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of this Agreement. Valuation Time. (b) The Acquired Fund reserves the right will pay or cause to sell any of these securities or other assets prior be paid to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), Acquiring Fund any interest the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual receives on or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to after the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder any of the Acquired Fund Shares Investments transferred to the Acquiring Fund hereunder. (c) The Valuation Time shall be 4:00 p.m., Eastern Time, on the books Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (d) Recourse for known liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund Fund, as of that time shallthe Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(e) of this Agreement. (e) The Acquired Fund will cease operations and be terminated as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferred. 1.6 The legal existence series of the Acquired Fund shall be terminated promptly Company following the Liquidation Closing Date.

The Reorganization. 1.1 The (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund will agrees to sell, convey, transfer and deliver to the Surviving Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of its assets the Acquired Fund Investments (consisting of, without limitation, portfolio securities and instruments, dividend and including interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities accrued as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer on debt instruments) and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of assume substantially all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, in exchange for distribution that number of Merger Shares provided for in accordance with paragraph 1.3 hereof pro rata Section 4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Acquired Fund will distribute all Merger Shares received by it to its shareholders in exchange for their Acquired Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the amounts due the shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided based on their respective holdings in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date Valuation Time. (b) If it is determined that the portfolios of execution of this Agreement. The the Acquired Fund reserves and the right Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to sell such investments, the Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, (i) nothing herein will require the Acquired Fund to dispose of any of these portfolios, securities or other assets prior investments, if, in the reasonable judgment of the Acquired Fund Trust Board of Trustees or the Acquired Fund’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund, and (ii) nothing will permit the Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund Trust Board of Trustees or the Acquiring Fund’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders all of its net investment company taxable income to and including the Closing Date, if any (computed without regard to any deduction for dividends paid), and all of its net capital gain realized to and including the Closing Date, if any. (d) The Acquired Fund will distribute pay or cause to be paid to the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to Acquiring Fund any interest the Acquired Fund Shareholders in actual receives on or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to after the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder any of the Acquired Fund Shares Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern Time, on the books Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (f) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund Fund, as of that time shallthe Valuation Time, as a condition shall be confirmed to the Acquiring Fund pursuant to Section 2(k) of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferredthis Agreement. 1.6 (g) The legal existence Acquired Fund will be terminated following the Closing Date by terminating its registration under the 1940 Act and its organization under Massachusetts law and, where it is required to do so, will withdraw its authority to do business in any state. (h) The Acquiring Fund will file with the Secretary of the Commonwealth of Massachusetts any necessary amendment to the Acquiring Fund Trust Declaration and Acquiring Fund Trust By-laws to consummate the Reorganization. (i) The Acquiring Fund and the Acquired Fund shall each understands and acknowledges that the Acquiring Fund has or intends to enter a similar Agreement and Plan of Reorganization (each an “Other Reorganization”) with each of Xxxx Xxxxxxx Core Equity Fund and Xxxx Xxxxxxx Growth Trends Fund (each an “Other Acquired Fund”) pursuant to which the Acquiring Fund: (1) would acquire substantially all of the assets and assume substantially all of the liabilities of the Other Acquired Fund, and (2) common shareholders of the Other Acquired Fund will become common shareholders of the Acquiring Fund. The effective date of each such Other Reorganization is expected to be terminated promptly following in proximity to the Liquidation Closing Date, however, no Other Reorganizations may occur simultaneously with the Reorganization or with one another, and any Other Reorganization may occur at any such time as the Acquiring Fund and the relevant Other Acquired Fund may agree. The consummation of the Reorganization is not conditioned upon the consummation of any such Other Reorganization. The Acquiring Fund and the Acquired Fund each understands, acknowledges and agrees that any or all of such Other Reorganizations may not occur and the status of any such Other Reorganization will not have a bearing on the consummation of the Reorganization.

The Reorganization. 1.1 The (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund will agrees to sell, convey, transfer and deliver to the Surviving Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of its assets the Acquired Fund Investments (consisting of, without limitation, portfolio securities and instruments, dividend and including interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities accrued as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer on debt instruments) and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of assume substantially all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, in exchange for distribution that number of Merger Shares provided for in accordance with paragraph 1.3 hereof pro rata Section 4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Acquired Fund will distribute all Merger Shares received by it to its shareholders in exchange for their Acquired Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the amounts due the shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided based on their respective holdings in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date Valuation Time. (b) If it is determined that the portfolios of execution of this Agreement. The the Acquired Fund reserves and the right Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to sell such investments, the Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, (i) nothing herein will require the Acquired Fund to dispose of any of these portfolios, securities or other assets prior investments, if, in the reasonable judgment of the Acquired Fund Trust Board of Trustees or the Acquired Fund’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund, and (ii) nothing will permit the Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund Trust Board of Trustees or the Acquiring Fund’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders all of its net investment company taxable income to and including the Closing Date, if any (computed without regard to any deduction for dividends paid), and all of its net capital gain realized to and including the Closing Date, if any. (d) The Acquired Fund will distribute pay or cause to be paid to the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to Acquiring Fund any interest the Acquired Fund Shareholders in actual receives on or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to after the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder any of the Acquired Fund Shares Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern Time, on the books Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (f) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund Fund, as of that time shallthe Valuation Time, as a condition shall be confirmed to the Acquiring Fund pursuant to Section 2(k) of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferredthis Agreement. 1.6 (g) The legal existence Acquired Fund will be terminated following the Closing Date by terminating its registration under the 1940 Act and its organization under Massachusetts law and, where it is required to do so, will withdraw its authority to do business in any state. (h) The Acquiring Fund will file with the Secretary of the Commonwealth of Massachusetts any necessary amendment to the Acquiring Fund Trust Declaration and Acquiring Fund Trust By-laws to consummate the Reorganization. (i) The Acquiring Fund and the Acquired Fund shall each understands and acknowledges that the Acquiring Fund has or intends to enter into a similar Agreement and Plan of Reorganization (each an “Other Reorganization”) with Xxxx Xxxxxxx Core Equity Fund and Xxxx Xxxxxxx Technology Fund (each an “Other Acquired Fund”) pursuant to which the Acquiring Fund: (1) would acquire substantially all of the assets and assume substantially all of the liabilities of the Other Acquired Fund, and (2) common shareholders of the Other Acquired Fund will become common shareholders of the Acquiring Fund. The effective date of each such Other Reorganization is expected to be terminated promptly following in proximity to the Liquidation Closing Date, however, no Other Reorganizations may occur simultaneously with the Reorganization or with one another, and any Other Reorganization may occur at any such time as the Acquiring Fund and the relevant Other Acquired Fund may agree. The consummation of the Reorganization is not conditioned upon the consummation of any such Other Reorganization. The Acquiring Fund and the Acquired Fund each understands, acknowledges and agrees that any or all of such Other Reorganizations may not occur and the status of any such Other Reorganization will not have a bearing on the consummation of the Reorganization.

The Reorganization. 1.1 The (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund will transfer agrees to sell, convey, transfer, and deliver to the Surviving Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of its assets the Acquired Fund Investments (consisting of, without limitation, portfolio securities and instruments, dividend and including interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities accrued as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer on debt instruments) and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of assume substantially all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, in exchange for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the that number of full and fractional (rounded to the third decimal place) Reorganization Merger Shares determined as provided in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of Section 4. Pursuant to this Agreement. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or , as soon as practicable after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund will distribute the Reorganization all Merger Shares received by it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders its shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will distributions shall be accomplished by the transfer opening of shareholder accounts on the share ledger records of the Initial Class and Service Class Reorganization Shares then credited to Acquiring Fund in the account amounts due the shareholders of the Acquired Fund based on their respective holdings in the books Acquired Fund as of the Surviving Fund to open accounts on Valuation Time. (b) If it is determined that the share records of the Surviving Fund in the names portfolios of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Acquiring Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificatessuch investments, in the Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such form and accompanied by investments as may be necessary to avoid violating such surety bonds limitations as of the Closing Date. Notwithstanding the foregoing, (i) nothing herein will require the Acquired Fund may require (collectivelyto dispose of any portfolios, an “Affidavit”)securities, to or other investments, if, in the reasonable judgment of the Acquired Fund prior Trust Board of Trustees or the Acquired Fund’s investment advisor, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund, and (ii) nothing will permit the Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund Trust Board of Trustees or the Acquiring Fund’s investment advisor, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date. Any , the Acquired Fund Share certificate that remains outstanding shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders all of its net investment company taxable income, if any (computed without regard to any deduction for dividends paid), all of its net tax-exempt income, if any, and all of its net capital gain, if any, in each case for its taxable year beginning on November 1, 2015 and ending on the Closing Date shall be deemed and, if still timely under Section 855 of the Code, the taxable year ending on October 31, 2015. (d) The Acquired Fund will pay or cause to be cancelled, shall no longer show evidence of ownership of paid to the Acquiring Fund any interest the Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered receives on or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to after the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder any of the Acquired Fund Shares Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern time, on the books Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (f) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund Fund, as of that time shallthe Valuation Time, as a condition shall be confirmed to the Acquiring Fund pursuant to Section 2(k) of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferredthis Agreement. 1.6 (g) The legal existence Acquired Fund will be terminated following the Closing Date by terminating its registration under the 1940 Act and its organization under Massachusetts law and, where it is required to do so, will withdraw its authority to do business in any state. (h) The Acquiring Fund will (a) file with the Secretary of the Acquired Commonwealth of Massachusetts any necessary amendment to the Acquiring Fund shall be terminated promptly following Trust Declaration and (b) implement any amendment to the Liquidation DateAcquiring Fund Trust By-laws necessary to consummate the Reorganization.

The Reorganization. 1.1 The (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund will transfer agrees to sell, convey, transfer, and deliver to the Surviving Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of its assets the Acquired Fund Investments (consisting of, without limitation, portfolio securities and instruments, dividend and including interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities accrued as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer on debt instruments) and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of assume substantially all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, in exchange for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the that number of full and fractional (rounded to the third decimal place) Reorganization Merger Shares determined as provided in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of Section 4. Pursuant to this Agreement. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or , as soon as practicable after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund will distribute the Reorganization all Merger Shares received by it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders its shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will distributions shall be accomplished by the transfer opening of shareholder accounts on the share ledger records of the Initial Class and Service Class Reorganization Shares then credited to Acquiring Fund in the account amounts due the shareholders of the Acquired Fund based on their respective holdings in the books Acquired Fund as of the Surviving Fund to open accounts on Valuation Time. (b) If it is determined that the share records of the Surviving Fund in the names portfolios of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Acquiring Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificatessuch investments, in the Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such form and accompanied by investments as may be necessary to avoid violating such surety bonds limitations as of the Closing Date. Notwithstanding the foregoing, (i) nothing herein will require the Acquired Fund may require to dispose of any portfolios, securities, or other investments, if, in the reasonable judgment of the Board of Trustees or the Acquired Fund’s investment advisor, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund, and (collectively, an “Affidavit”), to ii) nothing will permit the Acquired Fund prior to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Board of Trustees or the Acquiring Fund’s investment advisor, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date. Any , the Acquired Fund Share certificate that remains outstanding shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders all of its net investment company taxable income, if any (computed without regard to any deduction for dividends paid), all of its net tax-exempt income, if any, and all of its net capital gain, if any, in each case for its taxable year beginning on September 1, 2015 and ending on the Closing Date shall be deemed and, if still timely under Section 855 of the Code, the taxable year ending on August 31, 2015. (d) The Acquired Fund will pay or cause to be cancelled, shall no longer show evidence of ownership of paid to the Acquiring Fund any interest the Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered receives on or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to after the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder any of the Acquired Fund Shares Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern time, on the books Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (f) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund Fund, as of that time shallthe Valuation Time, as a condition shall be confirmed to the Acquiring Fund pursuant to Section 2(k) of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferredthis Agreement. 1.6 (g) The legal existence Acquired Fund will be terminated following the Closing Date by terminating its registration under the 1940 Act and its organization under Massachusetts law and, where it is required to do so, will withdraw its authority to do business in any state. (h) The Acquiring Fund will (a) file with the Secretary of the Acquired Fund shall be terminated promptly following Commonwealth of Massachusetts any necessary amendment to the Liquidation DateTrust Declaration and (b) implement any amendment to the Trust By-laws necessary to consummate the Reorganization.

The Reorganization. 1.1 The Acquired Fund will transfer to the Surviving Fund all of its assets (consisting of, without limitation, portfolio securities and instruments, dividend and interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s 's Treasurer, Deputy Treasurer, or Assistant Treasurer and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “"Statement of Assets and Liabilities”") (collectively, the “"Assets”"), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund including the Acquired Fund’s 's liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “"Liabilities”") and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “"Acquired Fund Shareholders”"), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “"Closing”"). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of this Agreement. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “"Closing Date”") as is conveniently practicable (the “"Liquidation Date”"), the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “"Affidavit”"), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferred. 1.6 The legal existence of the Acquired Fund shall be terminated promptly following the Liquidation Date.

The Reorganization. 1.1 The (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund will agrees to sell, convey, transfer and deliver to the Surviving Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of its assets the Acquired Fund Investments (consisting of, without limitation, portfolio securities and instruments, dividend and including interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities accrued as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer on debt instruments) and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of assume substantially all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, in exchange for distribution that number of Merger Shares provided for in accordance with paragraph 1.3 hereof pro rata Section 4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Acquired Fund will distribute all Merger Shares received by it to its shareholders in exchange for their Acquired Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the amounts due the shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided based on their respective holdings in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date Valuation Time. (b) If it is determined that the portfolios of execution of this Agreement. The the Acquired Fund reserves and the right Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to sell such investments, the Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, (i) nothing herein will require the Acquired Fund to dispose of any of these portfolio securities or other assets prior investments, if, in the reasonable judgment of the Acquired Fund Trust Board of Trustees or the Acquired Fund’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund, and (ii) nothing will permit the Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund Trust Board of Trustees or the Acquiring Fund’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders all of its net investment company taxable income to and including the Closing Date, if any (computed without regard to any deduction for dividends paid), and all of its net capital gain realized to and including the Closing Date, if any. (d) The Acquired Fund will distribute pay or cause to be paid to the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to Acquiring Fund any interest the Acquired Fund Shareholders in actual receives on or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to after the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder any of the Acquired Fund Shares Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 P.M., Eastern Time, on the books Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (f) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund Fund, as of that time shallthe Valuation Time, as a condition shall be confirmed to the Acquiring Fund pursuant to Section 2(k) of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferredthis Agreement. 1.6 (g) The legal existence Acquired Fund will be terminated following the Closing Date by terminating its registration under the 1940 Act and its organization under Massachusetts law and, where it is required to do so, will withdraw its authority to do business in any state. (h) The Acquiring Fund will file with the Secretary of the Acquired Commonwealth of Massachusetts any necessary amendment to the Acquiring Fund shall be terminated promptly following Trust Declaration and Acquiring Fund Trust By-laws to consummate the Liquidation DateReorganization.

The Reorganization. 1.1 The (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund will agrees to sell, convey, transfer and deliver to the Surviving Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of its assets the Acquired Fund Investments (consisting of, without limitation, portfolio securities and instruments, dividend and including interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities accrued as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer on debt instruments) and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of assume substantially all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, in exchange for distribution that number of Merger Shares provided for in accordance with paragraph 1.3 hereof pro rata Section 4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Acquired Fund will distribute all Merger Shares received by it to its shareholders in exchange for their Acquired Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the amounts due the shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided based on their respective holdings in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date Valuation Time. (b) If it is determined that the portfolios of execution of this Agreement. The the Acquired Fund reserves and the right Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to sell such investments, the Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, (i) nothing herein will require the Acquired Fund to dispose of any of these portfolio securities or other assets prior investments, if, in the reasonable judgment of the Acquired Fund Trust Board of Trustees or the Acquired Fund’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund, and (ii) nothing will permit the Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund Trust Board of Trustees or the Acquiring Fund’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders all of its net investment company taxable income to and including the Closing Date, if any (computed without regard to any deduction for dividends paid), and all of its net capital gain realized to and including the Closing Date, if any. (d) The Acquired Fund will distribute pay or cause to be paid to the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to Acquiring Fund any interest the Acquired Fund Shareholders in actual receives on or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to after the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder any of the Acquired Fund Shares Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern Time, on the books Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (f) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund Fund, as of that time shallthe Valuation Time, as a condition shall be confirmed to the Acquiring Fund pursuant to Section 2(k) of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferredthis Agreement. 1.6 (g) The legal existence Acquired Fund will be terminated following the Closing Date by terminating its registration under the 1940 Act and its organization under Massachusetts law and, where it is required to do so, will withdraw its authority to do business in any state. (h) The Acquiring Fund will file with the Secretary of the Acquired Commonwealth of Massachusetts any necessary amendment to the Acquiring Fund shall be terminated promptly following Trust Declaration and Acquiring Fund Trust By-laws to consummate the Liquidation DateReorganization.

The Reorganization. 1.1 The (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund will transfer agrees to sell, convey, transfer, and deliver to the Surviving Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of its assets the Acquired Fund Investments (consisting of, without limitation, portfolio securities and instruments, dividend and including interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities accrued as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer on debt instruments) and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of assume substantially all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, in exchange for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the that number of full and fractional (rounded to the third decimal place) Reorganization Merger Shares determined as provided in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of Section 4. Pursuant to this Agreement. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or , as soon as practicable after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund will distribute the Reorganization all Merger Shares received by it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders its shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will distributions shall be accomplished by the transfer opening of shareholder accounts on the share ledger records of the Initial Class and Service Class Reorganization Shares then credited to Acquiring Fund in the account amounts due the shareholders of the Acquired Fund based on their respective holdings in the books Acquired Fund as of the Surviving Fund to open accounts on Valuation Time. (b) If it is determined that the share records of the Surviving Fund in the names portfolios of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Acquiring Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificatessuch investments, in the Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such form and accompanied by investments as may be necessary to avoid violating such surety bonds limitations as of the Closing Date. Notwithstanding the foregoing, (i) nothing herein will require the Acquired Fund may require (collectivelyto dispose of any portfolios, an “Affidavit”)securities, to or other investments, if, in the reasonable judgment of the Acquired Fund prior Trust Board of Trustees or the Acquired Fund’s investment advisor, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund, and (ii) nothing will permit the Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund Trust Board of Trustees or the Acquiring Fund’s investment advisor, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date. Any , the Acquired Fund Share certificate that remains outstanding shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders all of its net investment company taxable income, if any (computed without regard to any deduction for dividends paid), all of its net tax-exempt income, if any, and all of its net capital gain, if any, in each case for its taxable year beginning on August 1, 2015 and ending on the Closing Date shall be deemed and, if still timely under Section 855 of the Code, the taxable year ending on July 31, 2015. (d) The Acquired Fund will pay or cause to be cancelled, shall no longer show evidence of ownership of paid to the Acquiring Fund any interest the Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered receives on or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to after the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder any of the Acquired Fund Shares Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m. Eastern time, on the books Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (f) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund Fund, as of that time shallthe Valuation Time, as a condition shall be confirmed to the Acquiring Fund pursuant to Section 2(k) of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferredthis Agreement. 1.6 (g) The legal existence Acquired Fund will be terminated following the Closing Date by terminating its registration under the 1940 Act and its organization under Massachusetts law and, where it is required to do so, will withdraw its authority to do business in any state. (h) The Acquiring Fund will (a) file with the Secretary of the Acquired Commonwealth of Massachusetts any necessary amendment to the Acquiring Fund shall be terminated promptly following Trust Declaration and (b) implement any amendment to the Liquidation DateAcquiring Fund Trust By-laws necessary to consummate the Reorganization.

The Reorganization. 1.1 The (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund will transfer agrees to sell, convey, transfer, and deliver to the Surviving Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of its assets the Acquired Fund Investments (consisting of, without limitation, portfolio securities and instruments, dividend and including interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities accrued as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer on debt instruments) and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of assume substantially all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, in exchange for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the that number of full and fractional (rounded to the third decimal place) Reorganization Merger Shares determined as provided in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of Section 4. Pursuant to this Agreement. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or , as soon as practicable after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund will distribute the Reorganization all Merger Shares received by it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders its shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will distributions shall be accomplished by the transfer opening of shareholder accounts on the share ledger records of the Initial Class and Service Class Reorganization Shares then credited to Acquiring Fund in the account amounts due the shareholders of the Acquired Fund based on their respective holdings in the books Acquired Fund as of the Surviving Fund to open accounts on Valuation Time. (b) If it is determined that the share records of the Surviving Fund in the names portfolios of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Acquiring Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificatessuch investments, in the Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such form and accompanied by investments as may be necessary to avoid violating such surety bonds limitations as of the Closing Date. Notwithstanding the foregoing, (i) nothing herein will require the Acquired Fund may require to dispose of any portfolios, securities, or other investments, if, in the reasonable judgment of the Board of Trustees or the Acquired Fund’s investment advisor, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund, and (collectively, an “Affidavit”), to ii) nothing will permit the Acquired Fund prior to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Board of Trustees or the Acquiring Fund’s investment advisor, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date. Any , (i) the Acquired Fund Share certificate that remains outstanding shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders all of its net investment company taxable income, if any (computed without regard to any deduction for dividends paid), all of its net tax-exempt income, if any, and all of its net capital gain, if any, in each case for its taxable year beginning on April 1, 2016 and ending on the Closing Date and, if still timely under Section 855 of the Code, the taxable year ending on March 31, 2016, and (ii) if, by the time the requisite approval of the shareholders of the Acquired Fund specified in Sections 8(a) and 9(a) shall be deemed have been obtained, the affirmative vote of holders of a majority of the outstanding Acquired Fund Class ADV Shares (as defined in the Trust Declaration) voting separately from other classes shall not have been obtained, the Acquired Fund shall redeem all then outstanding Class ADV Shares of the Acquired Fund. (d) The Acquired Fund will pay or cause to be cancelled, shall no longer show evidence of ownership of paid to the Acquiring Fund any interest the Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered receives on or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to after the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder any of the Acquired Fund Shares Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern time, on the books Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (f) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund Fund, as of that time shallthe Valuation Time, as a condition shall be confirmed to the Acquiring Fund pursuant to Section 2(k) of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferredthis Agreement. 1.6 (g) The legal existence Acquired Fund will be terminated following the Closing Date by terminating its registration under the 1940 Act and its organization under Massachusetts law and, where it is required to do so, will withdraw its authority to do business in any state. (h) The Acquiring Fund will (a) file with the Secretary of the Acquired Fund shall be terminated promptly following Commonwealth of Massachusetts any necessary amendment to the Liquidation DateTrust Declaration and (b) implement any amendment to the Trust By-laws necessary to consummate the Reorganization.

The Reorganization. 1.1 The (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund will agrees to sell, convey, transfer and deliver to the Surviving Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of its assets the Acquired Fund Investments (consisting of, without limitation, portfolio securities and instruments, dividend and including interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities accrued as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer on debt instruments) and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of assume all of the liabilities of the Acquired Fund, in exchange for that number of Merger Shares provided for in Section 4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Company will redeem its Acquired Fund including Shares in exchange for all Merger Shares received by it and will distribute such Merger Shares to its shareholders. Such distributions shall be accomplished by the Acquired Fund’s liabilities, debts, obligations, and duties opening of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising shareholder accounts on the share ledger records of the Acquiring Fund in the ordinary course amounts due the shareholders of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided based on their respective holdings in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of this Agreement. Valuation Time. (c) The Acquired Fund reserves the right will pay or cause to sell any of these securities or other assets prior be paid to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), Acquiring Fund any interest the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual receives on or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to after the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder any of the Acquired Fund Shares Investments transferred to the Acquiring Fund hereunder. (d) The Valuation Time shall be 4:00 p.m., Eastern Time, on the books Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (e) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund Fund, as of that time shallthe Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(e) of this Agreement. (f) The Acquired Fund will cease operations and be terminated as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferred. 1.6 The legal existence series of the Acquired Fund shall be terminated promptly Company following the Liquidation Closing Date.

The Reorganization. 1.1 The Reorganization In accordance with the Amended and Restated Agreement and Declaration of Trust and the Amended and Restated By-laws, as they may be amended from time to time, of the Acquired Trust (the "Old Mutual Governing Documents"), at the Effective Time (as defined below), upon the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties contained herein, the Acquired Fund will shall assign, deliver and otherwise transfer all Fund Assets, subject to the Surviving Fund all of its assets (consisting of, without limitation, portfolio securities and instruments, dividend and interest receivables, claims and rights the liabilities of action, cash and other assets) the Acquired Fund as set forth in a on the statement of assets and liabilities to be provided pursuant to paragraph 5.6 (the "Liabilities"), to the Acquiring Fund, and the Acquiring Fund shall assume all of the Liabilities of the Acquired Fund. In consideration of the foregoing, the Acquiring Fund, at the Effective Time shall deliver to the Acquired Fund full and fractional (to the third decimal place) shares of the Acquiring Fund. The aggregate number of shares of the Acquiring Fund shall be determined as set forth in paragraph 2.3 by dividing (a) the value of the Fund Assets attributable to the Acquired Fund, net of the Acquired Fund's Liabilities (computed as of the Valuation Time (as defined below) in the manner set forth in paragraph 2.1 hereof2.1), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by net asset value of one share of the Surviving corresponding class of the Acquiring Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined shares (computed as of the Valuation Time (in the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided manner set forth in paragraph 2.2 hereof2.2). Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list Holders of the current securities holdings and other assets each class of shares of the Acquired Fund as will receive shares of the date Corresponding Class, as set forth in Section E of execution of the Recitals and Exhibit A to this Agreement, of the Acquiring Fund, as set forth in Section A of the Recitals. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or as soon At and after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”)Effective Time, the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation all of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferred. 1.6 The legal existence Assets of the Acquired Fund shall become and be terminated promptly following included in the Liquidation DateFund Assets of the Acquiring Fund and the Liabilities of the Acquired Fund shall become and be the Liabilities of and shall attach to the Acquiring Fund. At and after the Effective Time, the Liabilities of the Acquired Fund may be enforced only against the Acquiring Fund to the same extent as if such Liabilities had been incurred by the Acquiring Fund subject to any defense and/or set off that the Acquired Fund was entitled to assert immediately prior to the Effective Time and further subject to any defense and/or setoff that the Acquiring Trust or the Acquiring Fund may from time to time be entitled to assert.

The Reorganization. 1.1 The (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund will agrees to sell, convey, transfer and deliver to the Surviving Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of its assets the Acquired Fund Investments (consisting of, without limitation, portfolio securities and instruments, dividend and including interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities accrued as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer on debt instruments) and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of assume substantially all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, in exchange for distribution that number of Merger Shares provided for in accordance with paragraph 1.3 hereof pro rata Section 4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Acquired Fund will distribute all Merger Shares received by it to its shareholders in exchange for their Acquired Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the amounts due the shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided based on their respective holdings in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date Valuation Time. (b) If it is determined that the portfolios of execution of this Agreement. The the Acquired Fund reserves and the right Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to sell such investments, the Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, (i) nothing herein will require the Acquired Fund to dispose of any of these portfolios, securities or other assets prior investments, if, in the reasonable judgment of the JHCS Trust Board of Trustees or the Acquired Fund’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund, and (ii) nothing will permit the Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the JHF Trust Board of Trustees or the Acquiring Fund’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders all of its net investment company taxable income to and including the Closing Date, if any (computed without regard to any deduction for dividends paid), and all of its net capital gain realized to and including the Closing Date, if any. (d) The Acquired Fund will distribute pay or cause to be paid to the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to Acquiring Fund any interest the Acquired Fund Shareholders in actual receives on or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to after the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder any of the Acquired Fund Shares Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern Time, on the books Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (f) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund Fund, as of that time shallthe Valuation Time, as a condition shall be confirmed to the Acquiring Fund pursuant to Section 2(k) of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferredthis Agreement. 1.6 (g) The legal existence Acquired Fund will be terminated following the Closing Date by terminating its registration under the 1940 Act and its organization under Massachusetts law and, where it is required to do so, will withdraw its authority to do business in any state. (h) The Acquiring Fund will file with the Secretary of the Acquired Fund shall be terminated promptly following Commonwealth of Massachusetts any necessary amendment to the Liquidation DateJHF Trust Declaration and JHF By-laws to consummate the Reorganization.

The Reorganization. 1.1 The Acquired Fund will transfer Subject to the Surviving terms and conditions contained herein and on the basis of the representations and warranties contained herein, the Fund agrees to assign, transfer and convey to the Acquiring Fund all of its the assets (consisting ofof the Fund, without limitation, portfolio securities and instruments, dividend and interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”)1.2, free and clear of all liens liens, encumbrances and encumbrances, except as otherwise provided herein, claims whatsoever. The Acquiring Fund agrees in exchange solely for therefor (a) to deliver to the assumption by Fund the Surviving number of Acquiring Fund of all of the liabilities of the Acquired Shares, including fractional Acquiring Fund including the Acquired Fund’s liabilitiesShares, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising determined as set forth in the ordinary course of business (collectively, the “Liabilities”) paragraph 2.3; and (b) to assume the issuance and delivery by stated liabilities of the Surviving Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided set forth in paragraph 2.2 hereof1.3. Such transactions shall take place at the closing (the "Closing") as of the close of business on the closing date (the "Closing Date"), provided for in paragraph 3.1 hereof (3.1. In lieu of delivering certificates for the “Closing”). 1.2 The Acquired Acquiring Fund has provided Shares, the Surviving Acquiring Fund with a list of shall credit the current securities holdings and other assets of the Acquired Acquiring Fund as of the date of execution of this Agreement. The Acquired Fund reserves the right to sell any of these securities or other assets prior Shares to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the 's account of the Acquired Fund on the books of the Surviving Acquiring Fund and shall deliver a confirmation thereof to the Fund. 1.2 The assets of the Fund to open accounts be acquired by the Acquiring Fund shall consist of all assets, including, without limitation, all portfolio securities, cash, cash equivalents, commodities, interests in futures and other financial instruments, claims (whether absolute or contingent, known or unknown), receivables (including dividends or interest and other receivables) and other property belonging to the Fund, and any deferred or prepaid expenses, reflected on the share records an unaudited statement of assets and liabilities of the Surviving Fund in the names approved by Xxxxx & Steers Capital Management, Inc. ("CSCM"), as of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class Valuation Date (as applicabledefined in paragraph 2.1), in accordance with U.S. generally accepted accounting principles ("GAAP") Reorganization Shares due that shareholderconsistently applied from the Fund's prior audited period (the "Assets"). . 1.3 The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts endeavor to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”)identify and, to the Acquired Fund prior to extent practicable, discharge all of its known liabilities and obligations before the Closing Date. Any Acquired The Acquiring Fund Share certificate shall assume the liabilities, expenses, costs, charges and reserves reflected on an unaudited statement of assets and liabilities of the Fund approved by CSCM, as of the Valuation Date, in accordance with GAAP consistently applied from the Fund's prior audited period. The Acquiring Fund shall assume only those liabilities of the Fund reflected in that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence unaudited statement of ownership of Acquired Fund Shares assets and liabilities and shall not evidence ownership of assume any Reorganization Shares. Unless and until any such certificate shall be so surrendered other liabilities, whether absolute or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Sharescontingent. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferred. 1.6 The legal existence of the Acquired Fund shall be terminated promptly following the Liquidation Date.

The Reorganization. 1.1 The (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund will agrees to sell, convey, transfer and deliver to the Surviving Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of its assets the Acquired Fund Investments (consisting of, without limitation, portfolio securities and instruments, dividend and including interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities accrued as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer on debt instruments) and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of assume all of the liabilities of the Acquired Fund (including the Acquired Fund’s liabilities, debts, obligations, and duties obligation of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as Trust to indemnify and hold harmless current and former Trustees and officers of the Valuation Time (the “Acquired Fund Shareholders”Trust, and including the obligation to advance expenses, to the maximum extent permitted by applicable law and as set forth in the Acquired Fund Trust Declaration of Trust and Acquired Fund Trust By-Laws), of the in exchange for that number of full and fractional (rounded to the third decimal place) Reorganization Merger Shares determined as provided in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (Section 4. Pursuant to this Agreement, as soon as practicable after the “Closing”). 1.2 The Closing Date, the Acquired Fund has provided Trust will redeem its Acquired Fund Shares in exchange for all Merger Shares received by it and will distribute such Merger Shares to its shareholders. Such distributions shall be accomplished by the Surviving Fund with a list opening of shareholder accounts on the share ledger records of the current securities Acquiring Fund in the amounts due the shareholders of the Acquired Fund based on their respective holdings and other assets of in the Acquired Fund as of the date of execution of this Agreement. Valuation Time. (c) The Acquired Fund reserves the right will pay or cause to sell any of these securities or other assets prior be paid to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), Acquiring Fund any interest the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual receives on or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to after the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder any of the Acquired Fund Shares Investments transferred to the Acquiring Fund hereunder. (d) The Valuation Time shall be 4:00 p.m., Eastern Time, on the books Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (e) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund Fund, as of that time shallthe Valuation Time, as a condition shall be confirmed to the Acquiring Fund pursuant to Section 2(e) of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferredthis Agreement. 1.6 (f) The legal existence of the Acquired Fund shall will cease operations and be terminated promptly following the Liquidation Closing Date.

The Reorganization. 1.1 The (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund will agrees to sell, convey, transfer and deliver to the Surviving Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of its assets the Acquired Fund Investments (consisting of, without limitation, portfolio securities and instruments, dividend and including interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities accrued as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer on debt instruments) and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of assume all of the known liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date Closing Date, in exchange for that number of execution of Merger Shares provided for in Section 4. Pursuant to this Agreement. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or , as soon as practicable after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund Company will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their redeem its Acquired Fund Shares in complete liquidation of the Acquired Fundexchange for all Merger Shares received by it and will distribute such Merger Shares to its shareholders. Such distribution will distributions shall be accomplished by the transfer opening of shareholder accounts on the share ledger records of the Initial Class and Service Class Reorganization Shares then credited to Acquiring Fund in the account amounts due the shareholders of the Acquired Fund based on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund their respective holdings in the names of the Acquired Fund Shareholders and representing as of the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstancesValuation Time. 1.4 (c) The Acquired Fund shall use reasonable efforts will pay or cause to ensure that Acquired be paid to the Acquiring Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as any interest the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding receives on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to after the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder any of the Acquired Fund Shares Investments transferred to the Acquiring Fund hereunder. (d) The Valuation Time shall be 4:00 PM, Eastern Time, on the books Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (e) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund Fund, as of that time shallthe Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(e) of this Agreement. For the elimination of doubt, the Acquiring Fund does not assume any other liabilities hereunder. (f) The Acquired Fund will cease operations and be terminated as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferred. 1.6 The legal existence series of the Acquired Fund shall be terminated promptly Company following the Liquidation Closing Date.

The Reorganization. 1.1 The Reorganization In accordance with the Amended and Restated Agreement and Declaration of Trust and the Amended and Restated By-laws, as they may be amended from time to time, of the Acquired Trust (the “Old Mutual Governing Documents”), at the Effective Time (as defined below), upon the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties contained herein, the Acquired Fund will shall assign, deliver and otherwise transfer all Fund Assets, subject to the Surviving Fund all of its assets (consisting of, without limitation, portfolio securities and instruments, dividend and interest receivables, claims and rights the liabilities of action, cash and other assets) the Acquired Fund as set forth in a on the statement of assets and liabilities to be provided pursuant to paragraph 5.6 (the “Liabilities”), to the Acquiring Fund, and the Acquiring Fund shall assume all of the Liabilities of the Acquired Fund. In consideration of the foregoing, the Acquiring Fund, at the Effective Time shall deliver to the Acquired Fund full and fractional (to the third decimal place) shares of the Acquiring Fund. The aggregate number of shares of the Acquiring Fund shall be determined as set forth in paragraph 2.3 by dividing (a) the value of the Fund Assets attributable to the Acquired Fund, net of the Acquired Fund’s Liabilities (computed as of the Valuation Time (as defined below) in the manner set forth in paragraph 2.1 hereof2.1), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by net asset value of one share of the Surviving corresponding class of the Acquiring Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined shares (computed as of the Valuation Time (in the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided manner set forth in paragraph 2.2 hereof2.2). Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list Holders of the current securities holdings and other assets each class of shares of the Acquired Fund as will receive shares of the date Corresponding Class, as set forth in Section E of execution of the Recitals and Exhibit A to this Agreement, of the Acquiring Fund, as set forth in Section A of the Recitals. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or as soon At and after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”)Effective Time, the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation all of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferred. 1.6 The legal existence Assets of the Acquired Fund shall become and be terminated promptly following included in the Liquidation DateFund Assets of the Acquiring Fund and the Liabilities of the Acquired Fund shall become and be the Liabilities of and shall attach to the Acquiring Fund. At and after the Effective Time, the Liabilities of the Acquired Fund may be enforced only against the Acquiring Fund to the same extent as if such Liabilities had been incurred by the Acquiring Fund subject to any defense and/or set off that the Acquired Fund was entitled to assert immediately prior to the Effective Time and further subject to any defense and/or setoff that the Acquiring Trust or the Acquiring Fund may from time to time be entitled to assert.

The Reorganization. 1.1 The (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund will agrees to sell, convey, transfer and deliver to the Surviving Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of its assets the Acquired Fund Investments (consisting of, without limitation, portfolio securities and instruments, dividend and including interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities accrued as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer on debt instruments) and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of assume substantially all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, in exchange for distribution that number of Merger Shares provided for in accordance with paragraph 1.3 hereof pro rata Section 4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Acquired Fund will distribute all Merger Shares received by it to its shareholders in exchange for their Acquired Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the amounts due the shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided based on their respective holdings in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date Valuation Time. (b) If it is determined that the portfolios of execution of this Agreement. The the Acquired Fund reserves and the right Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to sell such investments, the Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, (i) nothing herein will require the Acquired Fund to dispose of any of these portfolio securities or other assets prior investments, if, in the reasonable judgment of the Board or the Acquired Fund’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund, and (ii) nothing will permit the Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Board or the Acquiring Fund’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders all of its net investment company taxable income to and including the Closing Date, if any (computed without regard to any deduction for dividends paid), and all of its net capital gain realized to and including the Closing Date, if any. (d) The Acquired Fund will distribute pay or cause to be paid to the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to Acquiring Fund any interest the Acquired Fund Shareholders in actual receives on or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to after the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder any of the Acquired Fund Shares Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 PM, Eastern Time, on the books Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (f) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund Fund, as of that time shallthe Valuation Time, as a condition shall be confirmed to the Acquiring Fund pursuant to Section 2(k) of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferredthis Agreement. 1.6 (g) The legal existence Acquired Fund will be terminated following the Closing Date by terminating its registration under the 1940 Act and its organization under Massachusetts law and, where it is required to do so, will withdraw its authority to do business in any state. (h) The Acquiring Fund will file with the Secretary of the Acquired Fund shall be terminated promptly following Commonwealth of Massachusetts any necessary amendment to the Liquidation DateDeclaration and By-laws to consummate the Reorganization.

The Reorganization. 1.1 The (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund will agrees to sell, convey, transfer and deliver to the Surviving Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of its assets the Acquired Fund Investments (consisting of, without limitation, portfolio securities and instruments, dividend and including interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities accrued as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer on debt instruments) and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of assume substantially all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, in exchange for distribution that number of Merger Shares provided for in accordance with paragraph 1.3 hereof pro rata Section 4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Acquired Fund will distribute all Merger Shares received by it to its shareholders in exchange for their Acquired Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the amounts due the shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided based on their respective holdings in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date Valuation Time. (b) If it is determined that the portfolios of execution of this Agreement. The the Acquired Fund reserves and the right Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to sell such investments, the Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, (i) nothing herein will require the Acquired Fund to dispose of any of these portfolio securities or other assets prior investments, if, in the reasonable judgment of the Board or the Acquired Fund’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund, and (ii) nothing will permit the Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Board or the Acquiring Fund’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders all of its net investment company taxable income to and including the Closing Date, if any (computed without regard to any deduction for dividends paid), and all of its net capital gain realized to and including the Closing Date, if any. (d) The Acquired Fund will distribute pay or cause to be paid to the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to Acquiring Fund any interest the Acquired Fund Shareholders in actual receives on or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to after the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder any of the Acquired Fund Shares Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 pm, Eastern Time, on the books Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (f) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund Fund, as of that time shallthe Valuation Time, as a condition shall be confirmed to the Acquiring Fund pursuant to Section 2(k) of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferredthis Agreement. 1.6 (g) The legal existence Acquired Fund will be terminated following the Closing Date by terminating its registration under the 1940 Act and its organization under Massachusetts law and, where it is required to do so, will withdraw its authority to do business in any state. (h) The Acquiring Fund will file with the Secretary of the Acquired Fund shall be terminated promptly following Commonwealth of Massachusetts any necessary amendment to the Liquidation DateDeclaration and By-laws to consummate the Reorganization.

The Reorganization. 1.1 The In accordance with the Agreement and Declaration of Trust and the Amended and Restated By-laws, as they may be amended from time to time, of the Acquired Trust (the "Old Mutual Governing Documents"), at the Effective Time (as defined below), upon the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties contained herein, the Acquired Fund will shall assign, deliver and otherwise transfer all Fund Assets, subject to all of the liabilities of the Acquired Fund (the "Liabilities"), to the Surviving Acquiring Fund, and the Acquiring Fund shall assume all of its assets the Liabilities of the Acquired Fund. In consideration of the foregoing, the Acquiring Fund, at the Effective Time shall deliver to the Acquired Fund full and fractional (consisting of, without limitation, portfolio securities and instruments, dividend and interest receivables, claims and rights to the third decimal place) shares of action, cash and other assets) the Acquiring Fund. The aggregate number of shares of the Acquiring Fund shall be determined as set forth in a statement paragraph 2.3 by dividing (a) the value of assets and liabilities the Fund Assets attributable to the Acquired Fund, net of the Acquired Fund's Liabilities (computed as of the Valuation Time (as defined below) in the manner set forth in paragraph 2.1 hereof2.1), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by net asset value of one share of the Surviving corresponding class of the Acquiring Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined shares (computed as of the Valuation Time (in the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided manner set forth in paragraph 2.2 hereof2.2). Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list Holders of the current securities holdings and other assets each class of shares of the Acquired Fund as will receive shares of the date Corresponding Class, as set forth in Section E of execution of the Recitals and Exhibit A to this Agreement, of the Acquiring Fund, as set forth in Section A of the Recitals. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or as soon At and after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”)Effective Time, the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation all of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferred. 1.6 The legal existence Assets of the Acquired Fund shall become and be terminated promptly following included in the Liquidation DateFund Assets of the Acquiring Fund and the Liabilities of the Acquired Fund shall become and be the Liabilities of and shall attach to the Acquiring Fund. At and after the Effective Time, the Liabilities of the Acquired Fund may be enforced only against the Acquiring Fund to the same extent as if such Liabilities had been incurred by the Acquiring Fund subject to any defense and/or set off that the Acquired Fund was entitled to assert immediately prior to the Effective Time and further subject to any defense and/or setoff that the Acquiring Trust or the Acquiring Fund may from time to time be entitled to assert.

The Reorganization. 1.1 The Acquired Fund will transfer (a) Subject to the Surviving Fund terms and conditions contained herein and on the basis of the representations and warranties contained herein, SPR agrees to convey, transfer and deliver the assets of SPR described in Section 3(b) to GAB free and clear of all liens, encumbrances and claims whatsoever. In exchange, GAB agrees: (a) to deliver to SPR the number of its full shares of GAB determined by dividing the aggregate value of SPR's assets, net of the liabilities of SPR and the Reserve (as defined below), computed in the manner and as of the time and date set forth in Section 3(f), by the net asset value of one share of GAB computed in the manner and as of the time and date set forth in Section 3(f), subject to the calculation of Alternative Value as may required by Section 3(f), and cash in lieu of fractional shares of GAB Common Stock; and (b) to assume the Stated Liabilities of SPR described in Section 3(c). Such transactions shall take place on the Effective Date. (b) The assets (consisting ofof SPR to be acquired by GAB shall consist of all property owned by SPR, including, without limitation, portfolio securities all cash, securities, commodities, interests in futures and other financial instruments, dividend and interest receivablesclaims (whether absolute or contingent, claims and rights of actionknown or unknown), cash receivables (including dividends, interest, principal, subscriptions and other assetsreceivables), goodwill and other intangible property, all books and records belonging to SPR, any deferred or prepaid expenses shown as an asset on the books of SPR on the Effective Date, and all interests, rights, privileges and powers, other than cash in an amount necessary to pay dividends and distributions as provided in Section 6(i), and $250,000 in cash set aside as a reserve by SPR (the "Reserve") as to pay the estimated amount of SPR's expenses in connection with its dissolution and liquidation (other than the Stated Liabilities) and other than SPR's rights under this Agreement (the "Assets"). (c) SPR will endeavor to identify and discharge, to the extent practicable, all of its liabilities and obligations, including all liabilities relating to operations, before the Effective Date. GAB will assume only those accrued and unpaid liabilities of SPR set forth in a SPR's statement of assets and liabilities as of the Valuation Time Effective Date delivered by SPR to GAB pursuant to this Section (the "Stated Liabilities"). GAB shall assume only the Stated Liabilities and shall not assume any other debts, liabilities or obligations of SPR. (d) SPR will prepare and deliver to GAB on the Effective Date (1) a statement of the Assets and Stated Liabilities of SPR and (2) a list of SPR's portfolio securities showing the tax costs of each of its assets by lot and the holding period of such assets, each of (1) and (2) as defined in paragraph 2.1 hereof)of the Effective Date, and certified by the Acquired Fund’s Treasurer, Deputy Treasurer, President (or Assistant any Vice President) and Treasurer and delivered by the Acquired Fund of SPR. (e) Prior to the Surviving Fund pursuant Effective Date, SPR shall have made arrangements with Citibank, N.A., its custodian, to paragraph 5.7 hereof (deliver on the “Statement Effective Date a certificate of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for an authorized officer stating that (a) the assumption by Assets shall have been delivered in proper form to Mellon Trust of New England, N.A., custodian for GAB, prior to or on the Surviving Fund of all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) Effective Date and (b) all necessary taxes in connection with the issuance delivery of the Assets, including all applicable federal and delivery state stock transfer stamps, if any, have been paid or provision for payment has been made. SPR's portfolio securities represented by a certificate or other written instrument shall be presented by the Surviving Fund custodian for SPR to the Acquired Fund, custodian for distribution in accordance with paragraph 1.3 hereof pro rata to GAB for examination no later than five business days preceding the Acquired Fund shareholders of record determined Effective Date and transferred and delivered by SPR as of the Valuation Time Effective Date for the account of GAB duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. SPR's portfolio securities and instruments deposited with a securities depository, as defined in Rule 17f-4 under the 1940 Act, shall be delivered as of the Effective Date by book entry with the customary practices of such depositories and the custodian for GAB. The cash to be transferred by SPR shall be delivered by wire transfer of federal funds on the Effective Date. (f) The number of full shares of GAB Common Stock to be issued to SPR shall be computed by dividing: (i) the “Acquired Fund Shareholders”)aggregate value of SPR's Assets, net of SPR's Stated Liabilities and the Reserve, as computed by SPR on the Effective Date by (ii) the net asset value of one share of GAB Common Stock as determined by GAB on the Effective Date; provided, however, that if the average closing price of GAB Common Stock on the New York Stock Exchange for the 20 business days prior to the Effective Date exceeds the net asset value per share of GAB Common Stock on the Effective Date, the number of full shares of GAB Common Stock to be issued to SPR shall be computed by dividing (i) the aggregate value of SPR's Assets, net of SPR's Stated Liabilities and fractional the Reserve, as computed by SPR on the Effective Date by (rounded to ii) the third decimal placelower of (x) Reorganization Shares determined as provided in paragraph 2.2 hereof. Such transactions shall take place at the average of such closing provided prices for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of this Agreement. The Acquired Fund reserves the right to sell any of these securities or other assets 20 business days prior to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof Effective Date and (the “Closing Date”y) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation 103% of the Acquired Fund. Such distribution will be accomplished by the transfer net asset value per share of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund GAB Common Stock computed on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional Effective Date (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder"Alternative Value"). The Surviving Fund GAB will not issue share certificates representing at the Reorganization Shares same time deliver to SPR cash in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership lieu of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to the Closing Date with respect to the Reorganization Shares allocable to a holder fractional shares of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization SharesGAB Common Stock. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferred. 1.6 The legal existence of the Acquired Fund shall be terminated promptly following the Liquidation Date.

The Reorganization. 1.1 The (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund will agrees to sell, convey, transfer and deliver to the Surviving Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of its assets the Acquired Fund Investments (consisting of, without limitation, portfolio securities and instruments, dividend and including interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities accrued as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer on debt instruments) and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of assume substantially all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, in exchange for distribution that number of Merger Shares provided for in accordance with paragraph 1.3 hereof pro rata Section 4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Acquired Fund will distribute all Merger Shares received by it to its shareholders in exchange for their Acquired Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the amounts due the shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided based on their respective holdings in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of this AgreementValuation Time. The Regarding Acquired Fund reserves shares represented by one or more share certificates before the right to sell any Closing Date of these securities or other assets prior to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”)Reorganization, the Acquired Fund will distribute shareholders must either surrender the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata certificates to the Acquired Fund Shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited deliver to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund a lost certificate affidavit, in the names form of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such the surety bonds as that the Acquired Fund may require (collectively, an “Affidavit”). On the Closing Date of the Reorganization, to all certificates that have not been surrendered will be canceled, will no longer evidence ownership of Acquired Fund shares and will evidence ownership of Xxxx Xxxxxxx Growth Opportunities Fund shares. Shareholders may not redeem or transfer Xxxx Xxxxxxx Growth Opportunities Fund shares received in the Reorganization until they have surrendered their fund share certificates or delivered an Affidavit. Xxxx Xxxxxxx Growth Opportunities Fund will not issue share certificates in the Reorganization. (b) If it is determined that the portfolios of the Acquired Fund prior and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, (i) nothing herein will require the Acquired Fund to dispose of any portfolios, securities or other investments, if, in the reasonable judgment of the JHIT Trust Board of Trustees or the Acquired Fund’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund; and (ii) nothing will permit the Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the JHF Trust Board of Trustees or the Acquiring Fund’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date. Any , the Acquired Fund Share certificate that remains outstanding on shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders all of its net investment company taxable income to and including the Closing Date shall be deemed Date, if any (computed without regard to any deduction for dividends paid), and all of its net capital gain realized to and including the Closing Date, if any. (d) The Acquired Fund will pay or cause to be cancelled, shall no longer show evidence of ownership of paid to the Acquiring Fund any interest the Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered receives on or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to after the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder any of the Acquired Fund Shares Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern Time, on the books Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (f) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund Fund, as of that time shallthe Valuation Time, as a condition shall be confirmed to the Acquiring Fund pursuant to Section 2(k) of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferredthis Agreement. 1.6 (g) The legal existence of the Acquired Fund shall will be terminated promptly following the Liquidation DateClosing Date by terminating its registration under the 1940 Act and its organization under Massachusetts law and, where it is required to do so, will withdraw its authority to do business in any state. (h) The Acquiring Fund will file with the Secretary of The Commonwealth of Massachusetts any necessary amendment to the JHF Trust Declaration and JHF By-laws to consummate the Reorganization.

The Reorganization. 1.1 The (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund will transfer agrees to sell, convey, transfer, and deliver to the Surviving Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of its assets the Acquired Fund Investments (consisting of, without limitation, portfolio securities and instruments, dividend and including interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities accrued as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer on debt instruments) and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of assume substantially all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, in exchange for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the that number of full and fractional (rounded to the third decimal place) Reorganization Merger Shares determined as provided in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of Section 4. Pursuant to this Agreement. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or , as soon as practicable after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund will distribute the Reorganization all Merger Shares received by it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders its shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will distributions shall be accomplished by the transfer opening of shareholder accounts on the share ledger records of the Initial Class and Service Class Reorganization Shares then credited to Acquiring Fund in the account amounts due the shareholders of the Acquired Fund based on their respective holdings in the books Acquired Fund as of the Surviving Fund to open accounts on Valuation Time. (b) If it is determined that the share records of the Surviving Fund in the names portfolios of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Acquiring Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificatessuch investments, in the Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such form and accompanied by investments as may be necessary to avoid violating such surety bonds limitations as of the Closing Date. Notwithstanding the foregoing, (i) nothing herein will require the Acquired Fund may require to dispose of any portfolios, securities, or other investments, if, in the reasonable judgment of the Board or the Acquired Fund’s investment advisor, such disposition would not be in the best interests of the Acquired Fund; and (collectively, an “Affidavit”), to ii) nothing will permit the Acquired Fund prior to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Board or the Acquiring Fund’s investment advisor, such disposition would not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date. Any , the Acquired Fund Share certificate that remains outstanding shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders all of its net investment company taxable income, if any (computed without regard to any deduction for dividends paid), all of its net tax-exempt income, if any, and all of its net capital gain, if any, in each case for its taxable year beginning on November 1, 2020 and ending on the Closing Date shall be deemed and, if still timely under Section 855 of the Code, the taxable year ending on October 31, 2020. (d) The Acquired Fund will pay or cause to be cancelled, shall no longer show evidence of ownership of paid to the Acquiring Fund any interest the Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered receives on or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to after the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder any of the Acquired Fund Shares Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 P.M., Eastern Time, on the books Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (f) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund Fund, as of that time shallthe Valuation Time, as a condition shall be confirmed to the Acquiring Fund pursuant to Section 2(k) of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferredthis Agreement. 1.6 (g) The legal existence Acquired Fund will be terminated following the Closing Date by terminating its registration under the 1940 Act and its organization under Massachusetts law and, where it is required to do so, will withdraw its authority to do business in any state. (h) The Acquiring Fund will (a) file with the Secretary of the Acquired Fund shall be terminated promptly following Commonwealth of Massachusetts any necessary amendment to the Liquidation DateDeclaration of Trust and (b) implement any amendment to the By-laws necessary to consummate the Reorganization.

The Reorganization. 1.1 The (a) Subject to the terms and conditions contained herein, the Acquired Fund will transfer agrees to sell, convey, transfer, and deliver to the Surviving Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of its assets the Acquired Fund Investments (consisting of, without limitation, portfolio securities and instruments, dividend and including interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities accrued as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer on debt instruments) and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of assume substantially all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, in exchange for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the that number of full and fractional (rounded to the third decimal place) Reorganization Merger Shares determined as provided in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of Section 4. Pursuant to this Agreement. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or , as soon as practicable after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund will distribute the Reorganization all Merger Shares received by it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders its Members in actual or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will distributions shall be accomplished by the transfer opening of Member accounts on the share ledger records of the Initial Class and Service Class Reorganization Shares then credited to Acquiring Fund in the account amounts due the Members of the Acquired Fund based on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund their respective holdings in the names of the Acquired Fund Shareholders and representing as of the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstancesValuation Time. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior b) Prior to the Closing Date. Any , the Acquired Fund Share certificate that remains outstanding shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its Members all of its net investment company taxable income, if any (computed without regard to any deduction for dividends paid), all of its net tax-exempt income, if any, and all of its net capital gain, if any, in each case for its taxable year beginning on November 1, 2018 and ending on the Closing Date shall be deemed and, if still timely under Section 855 of the Code, the taxable year ending on October 31, 2018. (c) The Acquired Fund will pay or cause to be cancelled, shall no longer show evidence of ownership of paid to the Acquiring Fund any interest the Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered receives on or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to after the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder any of the Acquired Fund Shares Investments transferred to the Acquiring Fund hereunder. (d) The Valuation Time shall be 4:00 P.M., Eastern time, on the books Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (e) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund Fund, as of that time shallthe Valuation Time, as a condition shall be confirmed to the Acquiring Fund pursuant to Section 2(k) of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferredthis Agreement. 1.6 (f) The legal existence of the Acquired Fund shall will be terminated promptly following the Liquidation DateClosing Date by terminating its registration under the 1940 Act and its organization under Delaware law and, where it is required to do so, will withdraw its authority to do business in any state. (g) The Acquiring Fund will file with the Secretary of State of Delaware any necessary amendment to the Acquiring Fund LLC Agreement necessary to consummate the Reorganization.

The Reorganization. 1.1 The In accordance with the Amended and Restated Agreement and Declaration of Trust and the Amended and Restated By-laws, as they may be amended from time to time, of the Acquired Trust (the "Old Mutual Governing Documents"), at the Effective Time (as defined below), upon the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties contained herein, the Acquired Fund will shall assign, deliver and otherwise transfer all Fund Assets, subject to all of the liabilities of the Acquired Fund (the "Liabilities"), to the Surviving Acquiring Fund, and the Acquiring Fund shall assume all of its assets the Liabilities of the Acquired Fund. In consideration of the foregoing, the Acquiring Fund, at the Effective Time shall deliver to the Acquired Fund full and fractional (consisting of, without limitation, portfolio securities and instruments, dividend and interest receivables, claims and rights to the third decimal place) shares of action, cash and other assets) the Acquiring Fund. The aggregate number of shares of the Acquiring Fund shall be determined as set forth in a statement paragraph 2.3 by dividing (a) the value of assets and liabilities the Fund Assets attributable to the Acquired Fund, net of the Acquired Fund's Liabilities (computed as of the Valuation Time (as defined below) in the manner set forth in paragraph 2.1 hereof2.1), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by net asset value of one share of the Surviving corresponding class of the Acquiring Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined shares (computed as of the Valuation Time (in the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided manner set forth in paragraph 2.2 hereof2.2). Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list Holders of the current securities holdings and other assets each class of shares of the Acquired Fund as will receive shares of the date Corresponding Class, as set forth in Section E of execution of the Recitals and Exhibit A to this Agreement, of the Acquiring Fund, as set forth in Section A of the Recitals. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or as soon At and after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”)Effective Time, the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation all of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferred. 1.6 The legal existence Assets of the Acquired Fund shall become and be terminated promptly following included in the Liquidation DateFund Assets of the Acquiring Fund and the Liabilities of the Acquired Fund shall become and be the Liabilities of and shall attach to the Acquiring Fund. At and after the Effective Time, the Liabilities of the Acquired Fund may be enforced only against the Acquiring Fund to the same extent as if such Liabilities had been incurred by the Acquiring Fund subject to any defense and/or set off that the Acquired Fund was entitled to assert immediately prior to the Effective Time and further subject to any defense and/or setoff that the Acquiring Trust or the Acquiring Fund may from time to time be entitled to assert.

The Reorganization. 1.1 The Subject to the requisite approval of the Acquired Fund's shareholders and the other terms and conditions contained herein, the Acquired Fund will agrees to assign, transfer and convey to the Surviving Acquiring Fund all of its the assets (consisting ofof the Acquired Fund, without limitation, portfolio securities and instruments, dividend and interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets paragraph 1.2, and liabilities as of the Valuation Time Acquiring Fund agrees in exchange therefor: (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer and delivered by a) to deliver to the Acquired Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, determined as set forth in paragraph 2.3; and (b) to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of all of assume the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided set forth in paragraph 2.2 hereof1.3. Such transactions shall take place at the closing (the "Closing") as of the close of business on the closing date (the "Closing Date") provided for in paragraph 3.1 hereof 3.1. In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund's account on the books of the Acquiring Fund and shall deliver a confirmation thereof to the Acquired Fund. (a) The assets of the Acquired Fund to be transferred to the Acquiring Fund shall consist of all assets and property, including, without limitation, all portfolio securities, cash, cash equivalents, commodities and futures interests and dividends and interests receivable, that are owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund, on the Closing Date (the “Closing”"Assets"). 1.2 (b) The Acquired Fund has provided the Surviving Acquiring Fund with a list of the current securities holdings and other assets all of the Acquired Fund Fund's assets, including portfolio securities, as of the date of execution of this Agreement. The Acquired Fund reserves the right to sell any of these securities but will not, without the prior approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Fund will, within a reasonable time before the Closing Date, furnish the Acquired Fund with a list of the securities, if any, on the Acquired Fund's list referred to in the first sentence of this paragraph that do not conform to the Acquiring Fund's investment objective, policies and restrictions. In addition, if it is determined that the portfolios of the Acquired Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Acquired Fund, if requested by the Acquiring Fund, will dispose of and/or reinvest a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date; provided, that the disposition of such securities by the Acquired Fund shall not be required to the extent that the disposition of such securities would, in the opinion of Victory Capital Management Inc. ("Victory") and Victory's tax counsel, impair the tax-free status of the Reorganization under Section 368 of the Code. (c) The Assets shall be delivered to KeyBank National Association, the Acquiring Fund's custodian ("KeyBank"), for the account of the Acquiring Fund, with all securities not in bearer or book-entry form duly endorsed, or accompanied by duly executed separate assignments or stock powers, in proper form for transfer, with signatures guaranteed, and with all necessary stock transfer stamps, sufficient to transfer good and marketable title thereto (including all accrued interest and dividends and rights pertaining thereto) to KeyBank for the account of the Acquiring Fund free and clear of all liens, encumbrances, rights, restrictions and claims. All cash so delivered shall be in the form of immediately available funds payable to the order of KeyBank for the account of the Acquiring Fund. 1.3 The Acquired Fund will endeavor to discharge all of its liabilities and obligations prior to the Closing Date. The Acquiring Fund shall assume the liabilities of the Acquired Fund reflected on an unaudited statement of assets and liabilities of the Acquired Fund prepared as of the Valuation Date (as defined in paragraph 2.1) (the "Liabilities") in accordance with generally accepted accounting principles consistently applied from the prior audited period. The Acquiring Fund shall assume only those Liabilities of the Acquired Fund reflected in that unaudited statement of assets and liabilities and shall not assume any other liabilities, whether absolute or contingent. 1.4 The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividends and interest received on or after the Closing Date with respect to Assets transferred to the Acquiring Fund hereunder. The Acquired Fund will transfer to the Acquiring Fund any distributions, rights or other assets prior received by the Acquired Fund after the Closing Date as distributions on or with respect to the Closingsecurities transferred. Such assets shall be deemed included in the Assets and shall not be separately valued. 1.3 On or as 1.5 As soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) Date as is conveniently practicable (the “Liquidation Date”)practicable, the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation holders of record of the Acquired Fund's Class A, Class C and Class R shares, determined as of the close of business on the Closing Date ("Acquired Fund Shareholders"), Class A, Class C and Class R Acquiring Fund Shares, respectively, received by the Acquired Fund pursuant to paragraph 1.1, and will completely liquidate. Such distribution and liquidation will be accomplished accomplished, with respect to each class of the Acquired Fund's shares, by the transfer of the Initial applicable Class and Service Class Reorganization of Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Surviving Acquiring Fund to open accounts on the share records of the Surviving Acquiring Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial applicable Class and Service Class Reorganization of Acquiring Fund Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class . All issued and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder shares of the Acquired Fund Shares simultaneously will be cancelled on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferredFund. 1.6 The legal existence of the Acquired Fund shall be terminated promptly following the Liquidation Date.

The Reorganization. 1.1 The Acquired Fund will transfer Subject to the Surviving terms and conditions contained herein and on the basis of the representations and warranties contained herein, the Mutual Fund agrees to assign, transfer and convey to the Acquiring ETF all of its the assets (consisting ofof the Mutual Fund, without limitation, portfolio securities and instruments, dividend and interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”)1.2, free and clear of all liens liens, encumbrances and encumbrances, except as otherwise provided herein, claims whatsoever. The Acquiring ETF agrees in exchange solely for therefor (a) to deliver to the assumption by Mutual Fund the Surviving Fund number of all of Acquiring ETF Shares determined as set forth in paragraph 2.2; and (b) to assume the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Mutual Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided set forth in paragraph 2.2 hereof1.4. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund ) as of the date close of execution of this Agreement. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or as soon after business on the closing date established in paragraph 3.1 hereof (the “Closing Date”), provided for in paragraph 3.1. In lieu of delivering certificates for the Acquiring ETF Shares, the Acquiring ETF shall credit the Acquiring ETF Shares to the Mutual Fund’s account on the books of the Acquiring ETF and shall deliver a confirmation thereof to the Mutual Fund. 1.2 The assets of the Mutual Fund to be acquired by the Acquiring ETF shall consist of all assets, including, without limitation, all portfolio securities, cash, cash equivalents, commodities, interests in futures and other financial instruments, claims (whether absolute or contingent, known or unknown), receivables (including dividends or interest and other receivables) and other assets belonging to the Mutual Fund, and any deferred or prepaid expenses, reflected on an unaudited statement of assets and liabilities of the Mutual Fund approved by The Bank of New York Mellon, administrator and fund accountant for the Mutual Fund and Acquiring ETF, as of the Valuation Date (as defined in paragraph 2.1), in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied from the Mutual Fund’s prior audited period (the “Assets”). 1.3 Prior to the Closing, fractional Mutual Fund Shares and Mutual Fund Shares held through accounts that are not permitted to hold Acquiring ETF Shares will be redeemed or exchanged as follows: (a) Approximately one to two business days before the Closing, shareholders holding Mutual Fund Shares through accounts that may hold Acquiring ETF Shares will receive cash equal to the net asset value of any fractional shares of the Mutual Fund held at that time. (b) Immediately prior to the Closing, shareholders holding Mutual Fund Shares held in brokerage accounts with financial intermediaries that only allow the shareholder to hold shares of mutual funds in the account will receive cash equal to the net asset value of such Mutual Fund Shares at that time. (c) Immediately prior to the Closing, shareholders holding Mutual Fund Shares held through an individual retirement account or group retirement plan whose plan sponsor does not have the ability to hold shares of exchange traded funds on its platform will receive cash equal to the net asset value of such Mutual Fund Shares at such time. (d) Approximately two to three weeks before the Closing, shareholders holding Mutual Fund Shares in an account directly with the Mutual Fund at its transfer agent, BNY Mellon Transfer, Inc., will receive cash equal in value to the net asset value of such Mutual Fund Shares at that time. (e) Approximately two to three weeks before the Closing, shareholders holding Mutual Fund Shares through a BNY Mellon-sponsored retirement account directly with the Mutual Fund at its transfer agent, BNY Mellon Transfer, Inc., will receive Wealth shares of Dreyfus Government Cash Management equal in value to the net asset value of such Mutual Fund Shares at that time. The Mutual Fund shall permit shareholders to transfer ownership from an account that is not permitted to hold Acquiring ETF Shares to an account that may hold Acquiring ETF Shares upon request prior to the applicable redemption or exchange date noted above. 1.4 The Mutual Fund will endeavor to identify and, to the extent practicable, discharge all of its known liabilities and obligations before the Closing Date. The Acquiring ETF shall assume all of the Mutual Fund’s liabilities and obligations in existence on the Closing Date, whether known or unknown, contingent or otherwise. 1.5 Delivery of the Mutual Fund’s Assets shall be made on the Closing Date to The Bank of New York Mellon, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, the Acquiring ETF’s custodian (the “Custodian”), for the account of the Acquiring ETF, with all securities not in bearer or book-entry form duly endorsed, or accompanied by duly executed separate assignments or stock powers, in proper form for transfer, with signatures guaranteed, and with all necessary stock transfer stamps, sufficient to transfer good and marketable title thereto (including all accrued interest and dividends and rights pertaining thereto) to the Custodian for the account of the Acquiring ETF free and clear of all liens, encumbrances, rights, restrictions and claims. All cash delivered shall be in the form of immediately available funds payable to the order of the Custodian for the account of the Acquiring ETF. 1.6 The Mutual Fund will pay or cause to be paid to the Acquiring ETF any dividends and interest received on or after the Closing Date with respect to Assets transferred to the Acquiring ETF hereunder. The Mutual Fund will transfer to the Acquiring ETF any distributions, rights or other assets received by the Mutual Fund after the Closing Date as distributions on or with respect to the securities transferred. Such assets shall be deemed included in the Assets transferred to the Acquiring ETF on the Closing Date and shall not be separately valued. 1.7 As soon after the Closing Date as is conveniently practicable (the “Liquidation Date”)practicable, the Acquired Mutual Fund will distribute pro rata to holders of record of the Reorganization Mutual Fund’s shares the Acquiring ETF Shares it received by the Mutual Fund pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders 1.1, and will completely liquidate and, promptly thereafter, terminate in actual or constructive exchange for their Acquired Fund Shares in complete liquidation accordance with applicable laws of the Acquired FundState of Maryland and federal securities laws. Such distribution and liquidation will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares Acquiring ETF Xxxxxx then credited to the account of the Acquired Mutual Fund on the books of the Surviving Fund Acquiring ETF to open accounts on the share records of the Surviving Fund Acquiring ETF in the names of the Acquired Mutual Fund Shareholders shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization applicable Acquiring ETF Shares due such Mutual Fund shareholders. All issued and outstanding shares of the Mutual Fund simultaneously will be canceled on the books of the Mutual Fund and will be null and void. Acquiring ETF Shares distributed to Mutual Fund shareholders will be reflected on the books of the Acquiring ETF as uncertificated, by class (i.e., book-entry shares; the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund Acquiring ETF will not issue share certificates representing in the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstancesReorganization. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), 1.8 Notwithstanding anything to the Acquired contrary herein, fractional Acquiring ETF Shares will not be issued. If the calculation of the pro rata distribution amount of Acquiring ETF Shares to any Mutual Fund prior shareholder results in fractional shares, such Mutual Fund shareholder will receive an amount in cash equal to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on NAV of the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund fractional Acquiring ETF Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by at the Surviving Fund subsequent to the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization SharesClosing. 1.5 Any transfer taxes payable upon issuance 1.9 Ownership of the Reorganization Acquiring ETF Shares in a name other than the registered holder of the Acquired Fund Shares will be shown on the books of the Acquired Fund Acquiring ETF’s transfer agent. Acquiring ETF Shares will be issued in the manner described in the Registration Statement on Form N-14 and the Prospectus/Proxy Statement contained therein as amended or supplemented (the “Registration Statement”), as of the effective date of the Registration Statement. 1.10 Any reporting responsibility of the Mutual Fund, including the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (the “Commission”), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Mutual Fund up to and including the Closing Date and such later date on which the Mutual Fund’s existence is terminated. 1.11 As soon as practicable after the Closing Date, the Company shall provide the Acquiring ETF with copies of all books and records that time shallpertain to the Mutual Fund that the Acquiring ETF is required to maintain under the Investment Company Act of 1940, as a condition of such issuance amended (the “1940 Act”), and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferred. 1.6 The legal existence rules of the Acquired Fund shall be terminated promptly following the Liquidation DateCommission thereunder.

The Reorganization. 1.1 The Acquired Fund will transfer to the Surviving Fund all of its assets (consisting of, without limitation, portfolio securities and instruments, dividend and interest receivables, receivables for shares sold, claims and rights of action, cash and all other assets) as set forth in a statement of assets and liabilities as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, Treasurer or Assistant Treasurer and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) as well as any unknown or contingent assets of the Acquired Fund not set forth in the statement of assets and liabilities and arising thereafter (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, known or unknown, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). The Acquired Fund will use commercially reasonable efforts to discharge all of its known Liabilities prior to the Closing. 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of this Agreement. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”)practicable, the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired FundFund (such date, the “Liquidation Date”). Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges . The exchange of the Acquired Fund’s shares for the Surviving Fund’s shares shall constitute a full cancellation of those Acquired Fund Shares and assignments and in certain other limited circumstancesshall terminate any continuing rights of the holders of such Acquired Fund Shares as such. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferred. 1.6 The legal existence As soon as practicable following the Liquidation Date, the Acquired Fund shall make all filings and take all other steps as shall be necessary and proper to effect its complete liquidation. Any reporting or filing responsibility, including, without limitation, any acts or obligations required under federal securities laws or the law of any state, of the Acquired Fund is and shall be terminated promptly following remain the responsibility of the Acquired Fund up to and including the Liquidation Date and thereafter. After the Liquidation Date, no Acquired Fund shall conduct any business except in connection with its termination.

The Reorganization. 1.1 The Acquired Fund will transfer to the Surviving Fund all of its assets (consisting of, without limitation, portfolio securities and instruments, dividend and interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities as of the Valuation Time Date (as defined in paragraph 2.1 hereof)) prepared in accordance with generally accepted accounting principles consistently applied, certified by the Acquired Fund’s Treasurer, Deputy Treasurer, 's Treasurer or Assistant Treasurer and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 5.6 hereof (the “"Statement of Assets and Liabilities”") (collectively, the “"Assets”"), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising as set forth in the ordinary course Statement of business Assets and Liabilities (collectively, the “"Liabilities”") and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the close of business on the Valuation Time Date (the “"Acquired Fund Shareholders”"), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “"Closing”"). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of this Agreement. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “"Closing Date”") as is conveniently practicable (the “"Liquidation Date”"), the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service A, Class B, Class C, and/or Class I Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service A, Class B, Class C, and/or Class I Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service A, Class B, Class C, and/or Class I Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service A, Class B, Class C, and/or Class I (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares shall surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “"Affidavit”"), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferred. 1.6 The legal existence of the Acquired Fund shall be terminated promptly following the Liquidation Date.

The Reorganization. 1.1 The Acquired (a) At the Effective Time of the Reorganization (as hereinafter defined), (i) the Select Fund will transfer shall transfer, assign and convey to the Surviving Firstar Fund substantially all of its assets the Assets, subject to substantially all of the Liabilities, of the Select Fund, and (consisting ii) the Firstar Fund shall accept all such Assets and assume all such Liabilities, such that at and after the Effective Time of the Reorganization: (1) substantially all of the Assets of the Select Fund shall become and be Assets of the Firstar Fund, (2) substantially all of the Liabilities of the Select Fund shall become and be liabilities of, without limitationand shall attach to, portfolio securities the Firstar Fund, and instruments, dividend and interest receivables, claims and rights of action, cash and other assets(3) as set forth in a statement of assets and liabilities as such Liabilities of the Valuation Time (as defined in paragraph 2.1 hereof), certified by Select Fund may thenceforth be enforced only against the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer and delivered by the Acquired Firstar Fund to the Surviving same extent as if such Liabilities had been incurred by the Firstar Fund, subject to any defense and/or set off that Select or the Select Fund pursuant was entitled to assert immediately prior to the Effective Time of the Reorganization with respect to any such Liability, and subject to any defense and/or set off that Firstar or the Firstar Fund may from time to time be entitled to assert against the creditor thereof. (b) In exchange for the transfer of substantially all of the Assets of the Select Fund to the Firstar Fund as provided in paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) above, the assumption by the Surviving Firstar Fund of shall assume substantially all of the liabilities Liabilities of the Acquired Select Fund including as provided in paragraph (a) above and shall also simultaneously issue, at the Acquired Fund’s liabilitiesEffective Time of the Reorganization, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Select Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Firstar Fund Shares of the Firstar Fund, determined and adjusted as provided in Section 3 hereof. (c) Immediately upon receipt of the Firstar Fund Shares of the Firstar Fund in accordance with paragraph (b) above, the Select Fund shall distribute, in complete liquidation, pro rata to the shareholders of record of the Select Fund at the Effective Time of the Reorganization (such shareholders of record of the Select Fund as of such time, collectively, the "Recordholders"), the Firstar Fund Shares determined that have been so received as follows: Recordholders of Class Y Shares of the Select Fund will be credited with full and fractional Institutional Shares of the Firstar Fund with respect to such Class Y Shares and Recordholders of Class B Shares of the Select Fund will be credited with full and fractional Institutional Shares of the Firstar Fund with respect to such Class B Shares. (d) At the Effective Time of the Reorganization, each shareholder of record of the Select Fund as of the record date (the "Distribution Record Date") with respect to any unpaid dividends and other distributions that were declared before the Effective Time of the Reorganization shall have the right to receive such unpaid dividends and distributions with respect to the shares of the Select Fund that such person held on the Distribution Record Date. (e) Promptly upon receipt of instructions from Select delivered pursuant to this paragraph (e), Firstar shall, in accordance with such instructions, record on its books the ownership, by the Recordholders, of the number of Firstar Fund Shares distributed to such Recordholders. (f) Promptly after the Select Fund has liquidated as provided in paragraph 2.2 hereof. Such transactions (c) above, Select shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list cancel on its books all of the current securities holdings and other assets shares (including, without limitation, any treasury shares) of the Acquired Fund as of the date of execution of this Agreement. The Acquired Fund reserves Select Fund, and any such shares issued and outstanding prior to such cancellation shall thereafter represent only the right to sell any of these securities or other assets prior receive the Firstar Fund Shares issued to the ClosingSelect Fund in accordance with paragraph (b) above. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”g) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation Upon completion of the Acquired Fund. Such distribution will be accomplished tasks required by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional paragraphs (rounded to the third decimal placea) Initial Class and Service Class Reorganization Shares due such shareholders, by class through (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicablef) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to the Closing Date above with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holderSelect Fund, but such holder may not redeem or the transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder of the Acquired Fund Shares on the books of Select with respect to the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferred. 1.6 The legal existence of the Acquired Select Fund shall be terminated promptly following the Liquidation Datepermanently closed.

The Reorganization. 1.1 The Acquired Fund Accounts will transfer to the Surviving Fund Acquiring Funds all of its assets the Acquired Assets, (consisting of, without limitation, portfolio securities and instruments, dividend and interest receivables, claims and rights of actionaction related to the Acquired Accounts investment activity, cash and other assets) as set forth in a statement of assets and liabilities as of the Valuation Time (as defined in paragraph 2.1 hereof)) prepared in accordance with generally accepted accounting principles consistently applied, certified by the Acquired Fund’s Treasurer, Deputy Treasurer, Accounts’ Treasurer or Assistant Treasurer and delivered by the Acquired Fund Accounts to the Surviving Fund Acquiring Funds pursuant to paragraph 5.7 5.6 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund Acquiring Funds of all of the liabilities Assumed Liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising Accounts as set forth in the ordinary course Statement of business Assets and Liabilities (collectivelywhich shall be deemed to include, for avoidance of doubt, those not so set forth because they are either not known or quantifiable at the “Liabilities”Valuation Time) and (b) the issuance and delivery by the Surviving Fund Acquiring Funds to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), Accounts of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of this Agreement. The Acquired Fund reserves Accounts reserve the right to sell any of these the portfolio securities or other assets prior to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names ordinary course of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstancesbusiness. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferred. 1.6 The legal existence of the Acquired Fund shall be terminated promptly following the Liquidation Date.

The Reorganization. 1.1 The 1.1. Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, the Acquired Fund will agrees to assign, transfer and convey to the Surviving Acquiring Fund substantially all of its the assets (consisting ofof the Acquired Fund, without limitation, portfolio securities and instruments, dividend and interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”)1.2, free and clear of all liens liens, encumbrances and encumbrances, except as otherwise provided herein, claims whatsoever. The Acquiring Fund agrees in exchange solely for therefor (a) to deliver to the assumption by Acquired Fund the Surviving number of Acquiring Fund of all of Shares, including fractional Acquiring Fund Shares, determined as set forth in paragraph 2.3; and (b) to assume the stated liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided set forth in paragraph 2.2 hereof1.3. Such transactions shall take place at the closing (the "Closing") as of the close of business on the closing date (the "Closing Date"), provided for in paragraph 3.1 hereof (3.1. In lieu of delivering certificates for the “Closing”)Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund's account on the books of the Acquiring Fund and shall deliver a confirmation thereof to the Acquired Fund. 1.2 1.2. The assets of the Acquired Fund has provided to be acquired by the Surviving Acquiring Fund with a list shall consist of the current securities holdings substantially all assets, including, without limitation, all portfolio securities, cash, cash equivalents, commodities, interests in futures and other financial instruments, claims (whether absolute or contingent, known or unknown), receivables (including dividends or interest and other receivables) and other property belonging to the Acquired Fund, and any deferred or prepaid expenses, reflected on an unaudited statement of assets and liabilities of the Acquired Fund as of the date of execution of this AgreementValuation Date (as defined in paragraph 2.1) (the "Assets"). 1.3. The Acquired Fund will endeavor to identify and, to the extent practicable, discharge all of its known liabilities and obligations before the Closing Date. The Acquiring Fund shall assume the liabilities, expenses, costs, charges and reserves reflected on an unaudited statement of assets and liabilities of the right Acquired Fund. 1.4. Delivery of the Acquired Fund's Assets shall be made on the Closing Date and shall be delivered to sell The Bank of New York Mellon, the Acquiring Fund's custodian (the "Custodian"), for the account of the Acquiring Fund, with all securities not in bearer or book-entry form duly endorsed, or accompanied by duly executed separate assignments or stock powers, in proper form for transfer, with signatures guaranteed, and with all necessary stock transfer stamps, sufficient to transfer good and marketable title thereto (including all accrued interest and dividends and rights pertaining thereto) to the Custodian for the account of the Acquiring Fund free and clear of all liens, encumbrances, rights, restrictions and claims. All cash delivered shall be in the form of immediately available funds payable to the order of the Custodian for the account of the Acquiring Fund. 1.5. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any of these securities dividends and interest received on or after the Closing Date with respect to Assets transferred to the Acquiring Fund hereunder. The Acquired Fund will transfer to the Acquiring Fund any distributions, rights or other assets prior received by the Acquired Fund after the Closing Date as distributions on or with respect to the Closingsecurities transferred. Such assets shall be deemed included in the Assets transferred to the Acquiring Fund on the Closing Date and shall not be separately valued. 1.3 On or as soon after 1.6. Upon completion of the closing date established in transfer of assets and delivery of Acquiring Fund Shares pursuant to paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”)1.1, the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation holders of record of the Acquired Fund's Class A shares and Class B shares, determined as of the close of business on the Closing Date ("Fund Shareholders"), Institutional Service Class shares of the Acquiring Fund received by the Acquired Fund pursuant to paragraph 1. 1. As soon after the Closing Date as is conveniently practicable, the Acquired Fund will take such additional steps as are necessary to liquidate and, promptly thereafter, terminate as a series of the Corporation in accordance with applicable laws of the State of Maryland and federal securities laws. Such distribution and liquidation will be accomplished by the transfer of the Initial Class and Service Class Reorganization Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Surviving Acquiring Fund to an open accounts account in the name of Sentinel Administrative Services, Inc., for the exclusive benefit of its customers, on the share records of the Surviving Fund in the names Acquiring Fund. All issued and outstanding shares of the Acquired Fund Shareholders simultaneously will be redeemed and representing canceled on the respective pro rata number books of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired will be null and void. Acquiring Fund Shares shall distributed to Fund Shareholders will be credited with reflected on the respective pro rata number books of Initial Class and Service Class (Sentinel Administrative Services, Inc. as applicable) Reorganization Shares due that shareholder). The Surviving uncertificated, book-entry shares; the Acquiring Fund will not issue share certificates representing in the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstancesReorganization. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership 1.7. Ownership of Acquired Acquiring Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding will be shown on the Closing Date shall be deemed to be cancelledbooks of the Acquiring Fund's transfer agent as an account for Sentinel Administrative Services, shall no longer show evidence Inc., for the exclusive benefit of ownership of Acquired its customers. Acquiring Fund Shares will be issued in the manner described in the Acquiring Fund's then-current prospectus and shall not evidence ownership statement of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Sharesadditional information. 1.5 1.8. Any transfer taxes payable upon issuance of the Reorganization Acquiring Fund Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Acquiring Fund Shares are to be issued and transferred. 1.6 The legal existence 1.9. Any reporting responsibility of the Acquired Fund, including the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (the "Commission"), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund up to and including the Closing Date and such later date on which the Acquired Fund's existence is terminated. 1.10. As soon as practicable after the Closing Date, the Acquired Fund shall be terminated promptly following provide the Liquidation DateAcquiring Fund with copies of all books and records that pertain to the Acquired Fund that the Acquiring Fund is required to maintain under the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules of the Commission thereunder.

The Reorganization. 1.1 The Acquired Fund will Subject to requisite approvals and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Predecessor Entity agrees to sell, assign, convey, transfer to the Surviving Fund and deliver all of its assets (consisting ofthe Predecessor Entity’s property and assets, without limitation, portfolio securities and instruments, dividend and interest receivables, claims and rights of action, cash and other assets) as set forth in a statement paragraph 1.2, to the Successor Fund, and the Successor Entity, on behalf of assets the Successor Fund, agrees in exchange therefor: (a) to deliver to the Predecessor Entity the number, determined in accordance with paragraph 1.3, of full and liabilities fractional Successor Fund Shares corresponding to Predecessor Entity Shares as of the Valuation Time (as defined time and date set forth in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) 3.1; and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as assume all liabilities of the Valuation Time (the “Acquired Fund Shareholders”)Predecessor Entity, of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided set forth in paragraph 2.2 hereof1.2. Such transactions shall take place at the on a closing date as provided for in paragraph 3.1 hereof (the “ClosingClosing Date”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings property and other assets of the Acquired Fund Predecessor Entity, to be sold, assigned, conveyed, transferred and delivered to and acquired by the Successor Entity, on behalf of the Successor Fund, shall consist of all assets and property of every kind and nature of the Predecessor Entity, including, without limitation, all rights, receivables (including dividend, interest and other receivables), cash, cash equivalents, claims (whether absolute or contingent, known or unknown), securities, commodities and futures interests, good will and other intangible property, any deferred or prepaid expenses and all interests, rights, privileges and powers (collectively, “Assets”). The Successor Entity, on behalf of the Successor Fund, shall assume all of the liabilities and obligations of the Predecessor Entity, including, without limitation, all indemnification obligations of the Predecessor Entity with respect to the current and former Board Members and officers of the Predecessor Entity, whether accrued or contingent, known or unknown, existing at the Valuation Date (as defined in Section 2) (collectively, “Liabilities”). The Predecessor Entity will sell, assign, convey, transfer and deliver to the Successor Entity, on behalf of the Successor Fund, any rights, stock dividends or other securities received by the Predecessor Entity after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends and other securities shall be deemed included in the property and assets transferred to the Successor Entity, on behalf of the Successor Fund, at the Closing Date and shall not be separately valued, in which case any such distribution that remains unpaid as of the date Closing Date shall be included in the determination of execution the value of this Agreement. The Acquired Fund reserves the right to sell any assets of these securities or other assets prior to the ClosingPredecessor Entity acquired by the Successor Entity, on behalf of the Successor Fund. 1.3 On or Immediately following the actions contemplated by paragraph 1.1, the Predecessor Entity shall take such actions necessary to complete the Reorganization. To complete the Reorganization, the Predecessor Entity shall (a) distribute to its shareholders of record with respect to the Predecessor Entity Shares as soon after of the closing date established in paragraph 3.1 hereof Closing Date (the “Closing Date”) as is conveniently practicable (the “Liquidation DatePredecessor Entity Shareholders”), on a pro rata basis, the Acquired Successor Fund will distribute Shares received by the Reorganization Shares it received Predecessor Entity pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their Acquired Fund Shares 1.1, in complete liquidation redemption of the Acquired Fundsuch Predecessor Entity Shares, and (b) terminate and dissolve in accordance with applicable Massachusetts law. Such distribution will and redemption shall be accomplished by the transfer of the Initial Class and Service Class Reorganization Successor Fund Shares then credited to the account of the Acquired Fund Predecessor Entity on the books of the Surviving Successor Fund to open accounts on the share records of the Surviving Successor Fund in the names of the Acquired Fund Shareholders Predecessor Entity Shareholders, and representing the respective pro rata number cancellation of full all issued and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder of the Acquired Fund Predecessor Entity Shares on the books of the Acquired Predecessor Entity. The aggregate net asset value of Successor Fund as of that time shall, as a condition of such issuance Shares to be delivered and transfer, be paid so credited to the Predecessor Entity under paragraph 1.1 and then distributed by the person Predecessor Entity to whom the Predecessor Entity Shareholders under this paragraph 1.3 shall be equal to the aggregate net asset value of the Predecessor Entity Shares owned by Predecessor Entity Shareholders on the Closing Date. The Successor Fund shall not issue certificates representing any Successor Fund Share in connection with such Reorganization exchange. 1.4 Ownership of Successor Fund Shares are to will be issued shown on the books of the Successor Fund’s transfer agent. 1.5 Any regulatory reporting responsibility of the Predecessor Entity, including, but not limited to, the responsibility for filing regulatory reports or other documents with the Commission, any state securities commission, or any other relevant regulatory authority (but excluding the filing of any tax returns), is and transferredshall remain the responsibility of the Predecessor Entity. 1.6 The legal existence As promptly as practicable following the Reorganization, the Predecessor Entity will take all necessary action to effect its deregistration as an investment company in accordance with the rules and regulations of the Acquired Fund Commission and shall be terminated promptly following subsequently voluntarily dissolve in accordance with the Liquidation Daterequirements of Massachusetts law.

The Reorganization. 1.1 The (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund will transfer agrees to sell, convey, transfer, and deliver to the Surviving Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of its assets the Acquired Fund Investments (consisting of, without limitation, portfolio securities and instruments, dividend and including interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities accrued as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer on debt instruments) and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of assume substantially all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, in exchange for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the that number of full and fractional (rounded to the third decimal place) Reorganization Merger Shares determined as provided in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of Section 4. Pursuant to this Agreement. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or , as soon as practicable after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund will distribute the Reorganization all Merger Shares received by it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders its shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will distributions shall be accomplished by the transfer opening of shareholder accounts on the share ledger records of the Initial Class and Service Class Reorganization Shares then credited to Acquiring Fund in the account amounts due the shareholders of the Acquired Fund based on their respective holdings in the books Acquired Fund as of the Surviving Fund to open accounts on Valuation Time. (b) If it is determined that the share records of the Surviving Fund in the names portfolios of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Acquiring Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificatessuch investments, in the Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such form and accompanied by investments as may be necessary to avoid violating such surety bonds limitations as of the Closing Date. Notwithstanding the foregoing, (i) nothing herein will require the Acquired Fund may require to dispose of any portfolios, securities, or other investments, if, in the reasonable judgment of the Board or the Acquired Fund’s investment advisor, such disposition would not be in the best interests of the Acquired Fund, and (collectively, an “Affidavit”), to ii) nothing will permit the Acquired Fund prior to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Board or the Acquiring Fund’s investment advisor, such disposition would not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date. Any , the Acquired Fund Share certificate that remains outstanding shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders all of its net investment company taxable income, if any (computed without regard to any deduction for dividends paid), all of its net tax-exempt income, if any, and all of its net capital gain, if any, in each case for its taxable year beginning on September 1, 2016 and ending on the Closing Date shall be deemed and, if still timely under Section 855 of the Code, the taxable year ending on August 31, 2017. (d) The Acquired Fund will pay or cause to be cancelled, shall no longer show evidence of ownership of paid to the Acquiring Fund any interest the Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered receives on or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to after the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder any of the Acquired Fund Shares Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern time, on the books Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (f) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund Fund, as of that time shallthe Valuation Time, as a condition shall be confirmed to the Acquiring Fund pursuant to Section 2(k) of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferredthis Agreement. 1.6 (g) The legal existence Acquired Fund will be terminated following the Closing Date by terminating its registration under the 1940 Act and its organization under Massachusetts law and, where it is required to do so, will withdraw its authority to do business in any state. (h) The Acquiring Fund will (a) file with the Secretary of the Acquired Fund shall be terminated promptly following Commonwealth of Massachusetts any necessary amendment to the Liquidation DateDeclaration and (b) implement any amendment to the By-Laws necessary to consummate the Reorganization.

The Reorganization. 1.1 The Subject to the requisite approval of the Acquired Fund's shareholders and the other terms and conditions contained herein, the Acquired Fund will agrees to assign, transfer and convey to the Surviving Acquiring Fund all of its the assets (consisting ofof the Acquired Fund, without limitation, portfolio securities and instruments, dividend and interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets paragraph 1.2, and liabilities as of the Valuation Time Acquiring Fund agrees in exchange therefor: (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer and delivered by a) to deliver to the Acquired Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, determined as set forth in paragraph 2.3; and (b) to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of assume all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided set forth in paragraph 2.2 hereof1.3. Such transactions shall take place at the closing (the "Closing") as of the close of business on the closing date (the "Closing Date") provided for in paragraph 3.1 hereof (3.1. In lieu of delivering certificates for the “Closing”)Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund's account on the books of the Acquiring Fund and shall deliver a confirmation thereof to the Acquired Fund. 1.2 (a) The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund to be transferred to the Acquiring Fund shall consist of all assets and property, tangible and intangible, including, without limitation, all portfolio securities, cash, cash equivalents, commodities and futures interests, dividends and interests receivable, and all contractual rights and causes of action that are owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the date Acquired Fund, on the Closing Date (the "Assets"). The Acquiring Fund also shall be entitled to receive copies of execution all books and records that pertain to the Acquired Fund that the Acquired Fund Trust is required to maintain under the Investment Company Act of this Agreement1940, as amended (the "1940 Act"), and the rules of the Securities and Exchange Commission (the "Commission") thereunder. (b) The Assets shall be delivered to Wachovia Bank, National Association, 123 S. Broad Street, Pxxxxxxxxxxx, Xxxxxxxxxxxx 00000, xxx Xxxxxxxxg Fund's custodian ("Wachovia"), for the account of the Acquiring Fund, with all securities not in bearer or book-entry form duly endorsed, or accompanied by duly executed separate assignments or stock powers, in proper form for transfer, with signatures guaranteed, and with all necessary stock transfer stamps, sufficient to transfer good and marketable title thereto (including all accrued interest and dividends and rights pertaining thereto) to Wachovia for the account of the Acquiring Fund free and clear of all liens, encumbrances, rights, restrictions and claims. All cash so delivered shall be in the form of immediately available funds payable to the order of Wachovia for the account of the Acquiring Fund. 1.3 The Acquired Fund will, to the extent permissible and consistent with its own investment objective and policies, endeavor to discharge all of its liabilities and obligations prior to the Closing Date. The Acquiring Fund shall assume all remaining liabilities of, allocated or attributable to, the Acquired Fund, whether known or unknown, accrued or unaccrued, absolute or contingent or conditional or unmatured (the "Liabilities"). Without limiting the foregoing, Acquiring Fund Trust agrees to assume the obligation of Acquired Fund Trust to indemnify and hold harmless the trustees and officers of Acquired Fund Trust with respect to any action or omission or alleged action or omission relating to the Acquired Fund prior to the Reorganization, including the obligation to advance expenses, to the maximum extent permitted by applicable law and as set forth in Acquired Fund Trust's Agreement and Declaration of Trust, as amended (the "Acquired Fund Trust's Charter"), and By-Laws. 1.4 The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividends and interest received on or after the Closing Date with respect to the Assets transferred to the Acquiring Fund hereunder. The Acquired Fund reserves will transfer to the right to sell Acquiring Fund any of these securities distributions, rights or other assets prior received by the Acquired Fund after the Closing Date as distributions on or with respect to the Closingsecurities transferred. Such assets shall be deemed included in the Assets and shall not be separately valued. 1.3 On or as 1.5 As soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) Date as is conveniently practicable (the “Liquidation Date”)practicable, the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation holders of record of the Acquired Fund's Class A and Class C shares, determined as of the close of business on the Closing Date, Class A and Class C Acquiring Fund Shares, respectively, and will distribute pro rata to holders of record of the Acquired Fund's Institutional Class shares, determined as of the close of business on the Closing Date, Class Z shares received by the Acquired Fund (holders of record of the Acquired Fund's shares as of the Closing Date, "Acquired Fund Shareholders") pursuant to paragraph 1.1, and will completely liquidate. Such distribution and liquidation will be accomplished accomplished, with respect to each class of the Acquired Fund's shares, by the transfer of the Initial Class and Service Class Reorganization applicable class of Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Surviving Acquiring Fund to open accounts on the share records of the Surviving Acquiring Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization applicable class of Acquiring Fund Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class . All issued and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder shares of the Acquired Fund Shares simultaneously will be canceled on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferredFund. 1.6 The legal existence of the Acquired Fund shall be terminated promptly following the Liquidation Date.

The Reorganization. 1.1 The (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund will agrees to sell, convey, transfer and deliver to the Surviving Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of its assets the Acquired Fund Investments (consisting of, without limitation, portfolio securities and instruments, dividend and including interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities accrued as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer on debt instruments) and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of assume all of the known liabilities of the Acquired Fund, in exchange for that number of Merger Shares provided for in Section 4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the JHF II Trust will redeem its Acquired Fund including Shares in exchange for all Merger Shares received by it and will distribute such Merger Shares to its shareholders. Such distributions shall be accomplished by the Acquired Fund’s liabilities, debts, obligations, and duties opening of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising shareholder accounts on the share ledger records of the Acquiring Fund in the ordinary course amounts due the shareholders of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided based on their respective holdings in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of this Agreement. Valuation Time. (b) The Acquired Fund reserves the right will pay or cause to sell any of these securities or other assets prior be paid to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), Acquiring Fund any interest the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual receives on or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to after the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder any of the Acquired Fund Shares Investments transferred to the Acquiring Fund hereunder. (c) The Valuation Time shall be 4:00 p.m., Eastern Time, on the books Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (d) Recourse for known liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund Fund, as of that time shallthe Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(e) of this Agreement. (e) The Acquired Fund will cease operations and be terminated as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferred. 1.6 The legal existence series of the Acquired Fund shall be terminated promptly JHF II Trust following the Liquidation Closing Date.

The Reorganization. 1.1 The (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund will agrees to sell, convey, transfer and deliver to the Surviving Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of its assets the Acquired Fund Investments (consisting of, without limitation, portfolio securities and instruments, dividend and including interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities accrued as of the Valuation Time (as defined in paragraph 2.1 hereof)on debt instruments) and other assets, certified by the Acquired Fund’s Treasurerincluding certain books and records, Deputy Treasurer, or Assistant Treasurer and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of assume all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, in exchange for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the that number of full and fractional (rounded to the third decimal place) Reorganization Merger Shares determined as provided in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of Section 4. Pursuant to this Agreement. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or , as soon as practicable after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund Scotia will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their redeem its Acquired Fund Shares in exchange for all Merger Shares received by it and will distribute such Merger Shares to its shareholders in complete liquidation of the Acquired Fund. Such distribution will distributions shall be accomplished by the transfer opening of shareholder accounts on the share ledger records of the Initial Class and Service Class Reorganization Shares then credited to Acquiring Fund in the account amounts due the shareholders of the Acquired Fund based on their respective holdings in the Acquired Fund as of the Valuation Time. All issued and outstanding shares of the Acquired Fund will simultaneously be canceled on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstancesFund. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior b) Prior to the Closing Date, RBB’s Board of Directors shall authorize the issuance of and RBB shall issue one Class I share of the Acquiring Fund to SIAM in consideration of the payment of $10.00 and SIAM shall, as the then initial shareholder of the Acquiring Fund, approve the investment advisory agreement between RBB, on behalf of the Acquiring Fund (the “Advisory Agreement”), and SIAM. Any Upon approval of the Advisory Agreement, and immediately prior to or contemporaneously with the Reorganization, the share of the Acquiring Fund acquired by SIAM pursuant to this sub-section shall be redeemed by the Acquiring Fund for $10.00. (c) The Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed will pay or cause to be cancelled, shall no longer show evidence of ownership of paid to the Acquiring Fund any interest the Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered receives on or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to after the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder any of the Acquired Fund Shares Investments transferred to the Acquiring Fund hereunder. (d) The Valuation Time shall be 4:00 p.m., Eastern Time, on the books Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (e) The known liabilities of the Acquired Fund Fund, as of that time shallthe Valuation Time, as a condition shall be confirmed to the Acquiring Fund pursuant to Section 2(e) of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferredthis Agreement. 1.6 (f) The legal existence Acquired Fund will endeavor to discharge all of its liabilities and obligations prior to the Closing Date, other than those liabilities and obligations which would otherwise be discharged at a later date in the ordinary course of business. (g) The Acquired Fund will cease operations following the Closing Date. (h) All books and records of the Acquired Fund Fund, including all books and records required to be maintained under the 1940 Act, and the rules and regulations thereunder, shall be terminated promptly available to the Acquiring Fund from and after the Closing Date and copies of all such books and records maintained by the Acquired Fund’s administrator, custodian, distributor or fund accountant shall be turned over to the Acquiring Fund or its agents as soon as practicable following the Liquidation Closing Date.

The Reorganization. 1.1 The (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund will agrees to sell, convey, transfer and deliver to the Surviving Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of its assets the Acquired Fund Investments (consisting of, without limitation, portfolio securities and instruments, dividend and including interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities accrued as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer on debt instruments) and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of assume all of the liabilities of the Acquired Fund, in exchange for that number of Merger Shares provided for in Section 4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Company will redeem its Acquired Fund including Shares in exchange for all Merger Shares received by it and will distribute such Merger Shares to its shareholders. Such distributions shall be accomplished by the Acquired Fund’s liabilities, debts, obligations, and duties opening of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising shareholder accounts on the share ledger records of the Acquiring Fund in the ordinary course amounts due the shareholders of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided based on their respective holdings in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of this Agreement. Valuation Time. (c) The Acquired Fund reserves the right will pay or cause to sell any of these securities or other assets prior be paid to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), Acquiring Fund any interest the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual receives on or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to after the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder any of the Acquired Fund Shares Investments transferred to the Acquiring Fund hereunder. (d) The Valuation Time shall be 4:00 p.m., Eastern Time, on the books Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (e) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund Fund, as of that time shallthe Valuation Time, as a condition shall be confirmed to the Acquiring Fund pursuant to Section 2(e) of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferredthis Agreement. 1.6 (f) The legal existence of the Acquired Fund shall will cease operations and be terminated promptly following the Liquidation Closing Date.

The Reorganization. 1.1 The Acquired Fund will transfer to the Surviving Fund all of its assets (consisting of, without limitation, portfolio securities and instruments, dividend and interest receivables, receivables for shares sold, claims and rights of action, cash and all other assets) as set forth in a statement of assets and liabilities as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, Treasurer or Assistant Treasurer and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) as well as any unknown or contingent assets of the Acquired Fund not set forth in the statement of assets and liabilities and arising thereafter (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, known or unknown, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). The Acquired Fund will use commercially reasonable efforts to discharge all of its known Liabilities prior to the Closing. 1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of this Agreement. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”)practicable, the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired FundFund (such date, the “Liquidation Date”). Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges . The exchange of the Acquired Fund’s shares for the Surviving Fund’s shares shall constitute a full cancellation of those Acquired Fund Shares and assignments and in certain other limited circumstancesshall terminate any continuing rights of the holders of the Acquired Fund Shares as such. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferred. 1.6 The legal existence As soon as practicable following the Liquidation Date, the Acquired Fund shall make all filings and take all other steps as shall be necessary and proper to effect its complete liquidation. Any reporting or filing responsibility, including, without limitation, any acts or obligations required under federal securities laws or the law of any state, of the Acquired Fund is and shall be terminated promptly following remain the responsibility of the Acquired Fund up to and including the Liquidation Date and thereafter. After the Liquidation Date, no Acquired Fund shall conduct any business except in connection with its termination.

The Reorganization. 1.1 The In accordance with the Amended and Restated Declaration of Trust and Amended and Restated By-laws, as they may be amended from time to time, of NIT (the "NIT Governing Documents"), at the Effective Time (as defined below), upon the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties contained herein, the Acquired Fund will shall assign, deliver and otherwise transfer all Fund Assets, subject to the Surviving Fund all of its assets (consisting of, without limitation, portfolio securities and instruments, dividend and interest receivables, claims and rights the liabilities of action, cash and other assets) the Acquired Fund as set forth in a on the statement of assets and liabilities to be provided pursuant to paragraph 5.6 (the "Liabilities"), to the Acquiring Fund, and the Acquiring Fund shall assume all of the Liabilities of the Acquired Fund. In consideration of the foregoing, the Acquiring Fund, at the Effective Time shall deliver to the Acquired Fund full and fractional (to the third decimal place) shares of the Acquiring Fund. The aggregate number of shares of the Acquiring Fund shall be determined as set forth in paragraph 2.3 by dividing (a) the value of the Fund Assets attributable to the Acquired Fund, net of the Acquired Fund's Liabilities (computed as of the Valuation Time (as defined below) in the manner set forth in paragraph 2.1 hereof2.1), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by net asset value of one share of the Surviving corresponding class of the Acquiring Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined shares (computed as of the Valuation Time (in the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided manner set forth in paragraph 2.2 hereof2.2). Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list Holders of the current securities holdings and other assets Investor Class shares of the Acquired Fund as will receive Class A shares of the date Acquiring Fund and holders of execution Institutional Class shares of this Agreement. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation receive Class Y shares of the Acquired Acquiring Fund. Such distribution will be accomplished by At and after the transfer Effective Time, all of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferred. 1.6 The legal existence Assets of the Acquired Fund shall become and be terminated promptly following included in the Liquidation DateFund Assets of the Acquiring Fund and the Liabilities of the Acquired Fund shall become and be the Liabilities of and shall attach to the Acquiring Fund. At and after the Effective Time, the Liabilities of the Acquired Fund may be enforced only against the Acquiring Fund to the same extent as if such Liabilities had been incurred by the Acquiring Fund subject to any defense and/or set off that the Acquired Fund was entitled to assert immediately prior to the Effective Time and further subject to any defense and/or setoff that TFGT or the Acquiring Fund may from time to time be entitled to assert.

The Reorganization. 1.1 The In accordance with the Agreement and Declaration of Trust and the Amended and Restated By-laws, as they may be amended from time to time, of the Acquired Trust (the “Old Mutual Governing Documents”), at the Effective Time (as defined below), upon the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties contained herein, the Acquired Fund will shall assign, deliver and otherwise transfer all Fund Assets, subject to all of the liabilities of the Acquired Fund (the “Liabilities”), to the Surviving Acquiring Fund, and the Acquiring Fund shall assume all of its assets the Liabilities of the Acquired Fund. In consideration of the foregoing, the Acquiring Fund, at the Effective Time shall deliver to the Acquired Fund full and fractional (consisting of, without limitation, portfolio securities and instruments, dividend and interest receivables, claims and rights to the third decimal place) shares of action, cash and other assets) the Acquiring Fund. The aggregate number of shares of the Acquiring Fund shall be determined as set forth in a statement paragraph 2.3 by dividing (a) the value of assets and liabilities the Fund Assets attributable to the Acquired Fund, net of the Acquired Fund’s Liabilities (computed as of the Valuation Time (as defined below) in the manner set forth in paragraph 2.1 hereof2.1), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by net asset value of one share of the Surviving corresponding class of the Acquiring Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined shares (computed as of the Valuation Time (in the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided manner set forth in paragraph 2.2 hereof2.2). Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”). 1.2 The Acquired Fund has provided the Surviving Fund with a list Holders of the current securities holdings and other assets each class of shares of the Acquired Fund as will receive shares of the date Corresponding Class, as set forth in Section E of execution of the Recitals and Exhibit A to this Agreement, of the Acquiring Fund, as set forth in Section A of the Recitals. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing. 1.3 On or as soon At and after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”)Effective Time, the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation all of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances. 1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares. 1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferred. 1.6 The legal existence Assets of the Acquired Fund shall become and be terminated promptly following included in the Liquidation DateFund Assets of the Acquiring Fund and the Liabilities of the Acquired Fund shall become and be the Liabilities of and shall attach to the Acquiring Fund. At and after the Effective Time, the Liabilities of the Acquired Fund may be enforced only against the Acquiring Fund to the same extent as if such Liabilities had been incurred by the Acquiring Fund subject to any defense and/or set off that the Acquired Fund was entitled to assert immediately prior to the Effective Time and further subject to any defense and/or setoff that the Acquiring Trust or the Acquiring Fund may from time to time be entitled to assert.