Common use of The Reorganization Clause in Contracts

The Reorganization. (a) Subject to receiving the requisite approvals of the shareholders of the Funds, and to the other terms and conditions contained herein, the Target Fund agrees to convey, transfer and deliver to the Acquiring Fund and the Acquiring Fund agrees to acquire from the Target Fund, on the Closing Date, all of the Target Fund Investments (including interest accrued as of the Valuation Time on debt instruments), and assume substantially all of the liabilities of the Target Fund, in exchange for that number of Acquiring Fund Common Shares provided in Section 4 of this Agreement. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Fund will distribute all Acquiring Fund Common Shares received by it to its shareholders in exchange for their Target Fund Common 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 the Target Fund based on their respective holdings in the Target Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Target 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 Target 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 Target Fund to dispose of any portfolios, securities or other investments, if, in the reasonable judgment of the Target Fund's Trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Target Fund, and (ii) nothing will permit the Target Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund's Trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target 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, if any, realized to and including the Closing Date. (d) The Target Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Fund receives on or after the Closing Date with respect to any of the Target Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern time, on the full business day proceeding the Closing Date or at such other time and date agreed to by the Funds on a date mutually agreed upon in writing (the "Valuation Time"). (f) Recourse for liabilities assumed from the Target Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i) of this Agreement. (g) The Target Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving under Delaware law and will withdraw its authority to do business in any state where it is registered. (h) For U.S. federal income tax purposes, this Agreement will constitute a plan of reorganization within the meaning of United States Treasury Regulations Section 1.368-2(g).

The Reorganization. (a) Subject to receiving the requisite approvals of the shareholders of the FundsAcquiring Fund and the Target Fund, and to the other terms and conditions contained herein, the Target Fund agrees to convey, transfer and deliver to the Acquiring Fund and the Acquiring Fund agrees to acquire from the Target Fund, on the Closing Date, all of the Target Fund Investments (including interest accrued as of the Valuation Time on debt instruments), and assume including the assumption of substantially all of the liabilities of the Target Fund, in exchange for that number of Acquiring Fund Common Shares and Acquiring Fund DARTS provided in Section 4 of this Agreement. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Fund will distribute all Acquiring Fund Common Shares and Acquiring Fund DARTS received by it to its shareholders constructively in exchange for their Target Fund Common Shares and Target Fund Preferred 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 the Target Fund based on their respective holdings in the Target Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Target 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 Target 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, (ia) nothing herein will require the Target Fund to dispose of any portfolios, securities or other investments, if, in the reasonable judgment of the Target Fund's Trustees trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Target Fund, and (iib) nothing will permit the Target Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund's Trustees trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its their respective shareholders all of its their respective 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, if any, realized to and including the Closing Date. (d) The Target Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Fund receives on or after the Closing Date with respect to any of the Target Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern time, on the full business June 25, 2007, or such earlier or later day proceeding the Closing Date or at such other and time and date agreed to by the Funds on a date as may be mutually agreed upon in writing (the "Valuation Time"). (f) Recourse for liabilities assumed from the Target Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i2(j) of this Agreement. (g) The Target Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving its organization under Delaware Massachusetts law and will withdraw its authority to do business in any state where it is registeredrequired to do so. (h) For U.S. federal income tax purposesThe Acquiring Fund will file with the Secretary of State of The Commonwealth of Massachusetts, this Agreement as required, any amendment to its Declaration of Trust and by-laws establishing the powers, rights and preferences of the Acquiring Fund DARTS prior to the closing of the Reorganization. (i) The Acquiring Fund and the Target Fund each understand and acknowledge that the Acquiring Fund has or intends to enter into similar Agreements and Plans of Reorganization ("Other Reorganizations") with the John Hancock Patrixx Xrxxxxxxx Dividend Fund, John Hancock Patrxxx Xxxxxx Xxxxxxxd Trust and the John Hancock Patriot Xxxxax Xxxxdend Fund ("Other Target Funds") pursuant to which the Acquiring Fund (1) would acquire all substantially all of the assets and assume substantially all of the liabilities of each of the Other Target Funds, and (2) common and preferred shareholders of the Other Target Funds will constitute become Common and DARTS shareholders, respectively, of the Acquiring Fund. The effective dates of such Other Reorganizations are expected to be in proximity to the Closing Date, however, they are not expected to occur simultaneously with the Reorganization or with one another and may occur at any such time as the Acquiring Fund and each Other Target Fund may agree. The consummation of the Reorganization is not conditioned upon the consummation of any such Other Reorganization. The Acquiring Fund and the Target Fund understand, acknowledge and agree that any or all of such Other Reorganizations may not occur and the status of any such Other Reorganization will not have a plan bearing on the consummation of reorganization within the meaning of United States Treasury Regulations Section 1.368-2(g)Reorganization.

The Reorganization. (a) Subject to receiving the requisite approvals approval of the shareholders of the FundsAcquired Fund, and to the other terms and conditions contained herein, the Target Acquired Fund agrees to sell, convey, transfer and deliver to the Acquiring Fund Fund, and the Acquiring Fund agrees to acquire from the Target Acquired Fund, on the Closing Date, all of the Target Acquired Fund Investments (including interest accrued as of the Valuation Time on debt instruments), ) and to assume substantially all of the liabilities of the Target Acquired Fund, in exchange for that number of Acquiring Fund Common Merger Shares provided for in Section 4 of this Agreement4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Acquired Fund will distribute all Acquiring Fund Common Merger Shares received by it to its shareholders in exchange for their Target Acquired Fund Common 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 the Target Acquired Fund based on their respective holdings in the Target Acquired Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Target 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 Target 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 Target Acquired Fund to dispose of any portfolios, portfolio securities or other investments, if, in the reasonable judgment of the Target Fund's 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 U.S. federal income tax purposes or would otherwise not be in the best interests of the Target Acquired Fund, and and (iii) nothing will permit the Target Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund's 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 U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target 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, if any, gain realized to and including the Closing Date, if any. (d) The Target Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Acquired Fund receives on or after the Closing Date with respect to any of the Target Acquired Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m.P.M., Eastern timeTime, on the full business Closing Date, or such earlier or later day proceeding the Closing Date or at such other and time and date agreed to by the Funds on a date as may be mutually agreed upon in writing (the "“Valuation Time"”). (f) Recourse for liabilities assumed from the Target Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Acquired Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i2(k) of this Agreement. (g) The Target Acquired Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving its organization under Delaware Massachusetts law and and, where it is required to do so, will withdraw its authority to do business in any state where it is registeredstate. (h) For U.S. federal income tax purposes, this Agreement The Acquiring Fund will constitute a plan file with the Secretary of reorganization within the meaning Commonwealth of United States Treasury Regulations Section 1.368Massachusetts any necessary amendment to the Acquiring Fund Trust Declaration and Acquiring Fund Trust By-2(g)laws to consummate the Reorganization.

The Reorganization. (a) Subject to receiving the requisite approvals approval of the shareholders of the FundsAcquired Fund, and to the other terms and conditions contained herein, the Target Acquired Fund agrees to sell, convey, transfer transfer, and deliver to the Acquiring Fund Fund, and the Acquiring Fund agrees to acquire from the Target Acquired Fund, on the Closing Date, all of the Target Acquired Fund Investments (including interest accrued as of the Valuation Time on debt instruments), ) and to assume substantially all of the liabilities of the Target Acquired Fund, in exchange for that number of Acquiring Fund Common Merger Shares provided for in Section 4 of this Agreement4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Acquired Fund will distribute all Acquiring Fund Common Merger Shares received by it to its shareholders in exchange for their Target Acquired Fund Common SharesShares in complete liquidation of the Acquired Fund. 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 the Target Acquired Fund based on their respective holdings in the Target Acquired Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Target 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 Target 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 Target Acquired Fund to dispose of any portfolios, securities securities, or other investments, if, in the reasonable judgment of the Target Fund's Acquired Fund Trust Board of Trustees or the Acquired Fund’s investment adviseradvisor, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Target Acquired Fund, and and (ii) nothing will permit the Target Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund's Fund Trust Board of Trustees or the Acquiring Fund’s investment adviseradvisor, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target 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 Dateincome, 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, realized to in each case for its taxable year beginning on November 1, 2014 and including ending on the Closing DateDate and, if still timely under Section 855 of the Code, the taxable year ending on October 31, 2014. (d) The Target Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Acquired Fund receives on or after the Closing Date with respect to any of the Target Acquired Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern time, on the full business Closing Date, or such earlier or later day proceeding the Closing Date or at such other and time and date agreed to by the Funds on a date as may be mutually agreed upon in writing (the "“Valuation Time"”). (f) Recourse for liabilities assumed from the Target Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Acquired Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i2(k) of this Agreement. (g) The Target Acquired Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving its organization under Delaware Massachusetts law and and, where it is required to do so, will withdraw its authority to do business in any state where it is registeredstate. (h) For U.S. federal income tax purposes, this Agreement The Acquiring Fund will constitute a plan file with the Secretary of reorganization within the meaning Commonwealth of United States Treasury Regulations Section 1.368Massachusetts any necessary amendment to the Acquiring Fund Trust Declaration and Acquiring Fund Trust By-2(g)laws to consummate the Reorganization.

The Reorganization. (a) Subject to receiving the requisite approvals of the shareholders of the FundsAcquiring Fund and the Target Fund, and to the other terms and conditions contained herein, the Target Fund agrees to convey, transfer and deliver to the Acquiring Fund and the Acquiring Fund agrees to acquire from the Target Fund, on the Closing Date, all of the Target Fund Investments (including interest accrued as of the Valuation Time on debt instruments), and assume including the assumption of substantially all of the liabilities of the Target Fund, in exchange for that number of Acquiring Fund Common Shares and Acquiring Fund DARTS provided in Section 4 of this Agreement. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Fund will distribute all Acquiring Fund Common Shares and Acquiring Fund DARTS received by it to its shareholders constructively in exchange for their Target Fund Common Shares and Target Fund Preferred 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 the Target Fund based on their respective holdings in the Target Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Target 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 Target 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, (ia) nothing herein will require the Target Fund to dispose of any portfolios, securities or other investments, if, in the reasonable judgment of the Target Fund's Trustees trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Target Fund, and (iib) nothing will permit the Target Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund's Trustees trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its their respective shareholders all of its their respective 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, if any, realized to and including the Closing Date. (d) The Target Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Fund receives on or after the Closing Date with respect to any of the Target Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern time, on the full business May 29, 2007, or such earlier or later day proceeding the Closing Date or at such other and time and date agreed to by the Funds on a date as may be mutually agreed upon in writing (the "Valuation Time"). (f) Recourse for liabilities assumed from the Target Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i2(j) of this Agreement. (g) The Target Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving its organization under Delaware Massachusetts law and will withdraw its authority to do business in any state where it is registeredrequired to do so. (h) For U.S. federal income tax purposesThe Acquiring Fund will file with the Secretary of State of The Commonwealth of Massachusetts, this Agreement as required, any amendment to its Declaration of Trust and by-laws establishing the powers, rights and preferences of the Acquiring Fund DARTS prior to the closing of the Reorganization. (i) The Acquiring Fund and the Target Fund each understand and acknowledge that the Acquiring Fund has or intends to enter into similar Agreements and Plans of Reorganization ("Other Reorganizations") with the John Hancock Patrixx Xrxxxxx Xividend Fund I, John Hancock Patriot Sexxxx Xxxxxxxd Trust and the John Hancock Patriot Xxxxax Xxxxdend Fund ("Other Target Funds") pursuant to which the Acquiring Fund (1) would acquire all substantially all of the assets and assume substantially all of the liabilities of each of the Other Target Funds, and (2) common and preferred shareholders of the Other Target Funds will constitute become Common and DARTS shareholders, respectively, of the Acquiring Fund. The effective dates of such Other Reorganizations are expected to be in proximity to the Closing Date, however, they are not expected to occur simultaneously with the Reorganization or with one another and may occur at any such time as the Acquiring Fund and each Other Target Fund may agree. The consummation of the Reorganization is not conditioned upon the consummation of any such Other Reorganization. The Acquiring Fund and the Target Fund understand, acknowledge and agree that any or all of such Other Reorganizations may not occur and the status of any such Other Reorganization will not have a plan bearing on the consummation of reorganization within the meaning of United States Treasury Regulations Section 1.368-2(g)Reorganization.

The Reorganization. (a) Subject to receiving the requisite approvals approval of the shareholders of the FundsAcquired Fund, and to the other terms and conditions contained herein, the Target Acquired Fund agrees to sell, convey, transfer transfer, and deliver to the Acquiring Fund Fund, and the Acquiring Fund agrees to acquire from the Target Acquired Fund, on the Closing Date, all of the Target Acquired Fund Investments (including interest accrued as of the Valuation Time on debt instruments), ) and to assume substantially all of the liabilities of the Target Acquired Fund, in exchange for that number of Acquiring Fund Common Merger Shares provided for in Section 4 of this Agreement4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Acquired Fund will distribute all Acquiring Fund Common Merger Shares received by it to its shareholders in exchange for their Target Acquired Fund Common SharesShares in complete liquidation of the Acquired Fund. 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 the Target Acquired Fund based on their respective holdings in the Target Acquired Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Target 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 Target 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 Target Acquired Fund to dispose of any portfolios, securities securities, or other investments, if, in the reasonable judgment of the Target Fund's Acquired Fund Trust Board of Trustees or the Acquired Fund’s investment adviseradvisor, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Target Acquired Fund, and ; and (ii) nothing will permit the Target Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund's Fund Trust Board of Trustees or the Acquiring Fund’s investment adviseradvisor, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target 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 Dateincome, 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, realized to in each case for its taxable year beginning on September 1, 2018 and including ending on the Closing Date.Date and, if still timely under Section 855 of the Code, the taxable year ending on August 31, 2018 (d) The Target Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Acquired Fund receives on or after the Closing Date with respect to any of the Target Acquired Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern time, on the full business Closing Date, or such earlier or later day proceeding the Closing Date or at such other and time and date agreed to by the Funds on a date as may be mutually agreed upon in writing (the "“Valuation Time"”). (f) Recourse for liabilities assumed from the Target Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Acquired Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i2(k) of this Agreement. (g) The Target Acquired Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving its organization under Delaware Massachusetts law and and, where it is required to do so, will withdraw its authority to do business in any state where it is registeredstate. (h) For U.S. federal income tax purposes, this Agreement The Acquiring Fund will constitute a plan (a) file with the Secretary of reorganization within the meaning Commonwealth of United States Treasury Regulations Section 1.368Massachusetts any necessary amendment to the Acquiring Fund Trust Declaration and (b) implement any amendment to the Acquiring Fund Trust By-2(g)laws necessary to consummate the Reorganization.

The Reorganization. (a) Subject to receiving the requisite approvals of the shareholders of Target Fund Shareholders and the FundsAcquiring Fund Shareholders, and to the other terms and conditions contained herein, and in accordance with the applicable law, the Target Fund agrees to convey, transfer and deliver to the Acquiring Fund and the Acquiring Fund agrees to acquire from the Target Fund, on the Closing Date, all of the Target Fund Investments (including interest accrued as of the Valuation Time on debt instruments), and assume substantially all of the liabilities of the Target Fund, in exchange for that number of Acquiring Fund Common Shares provided in Section 4 of this Agreement. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Fund will distribute all Acquiring Fund Common Shares received by it to its shareholders in exchange for their Target Fund Common Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records The existence of the Acquiring Fund in shall continue unaffected and unimpaired by the amounts due Reorganization and it shall be governed by the shareholders laws of the Target Fund based on their respective holdings in the Target Fund as of the Valuation TimeMaryland. (b) If it is determined the investment adviser determines that the portfolios of the Target Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investmentsinvestments or that the disposition of certain assets is necessary to ensure that the resulting portfolio will meet the Acquiring Fund’s investment objective, policies and restrictions, as set forth in the Joint Proxy Statement/Prospectus, a copy of which has been delivered (including by electronic format) to the Target Fund, the Target 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 Target Fund to dispose of any portfolios, securities or other investments, portion of its assets if, in the reasonable judgment of the Target Fund's ’s Board of Trustees or investment adviser, such disposition would adversely affect create more than an insignificant risk that the tax-free nature Reorganization would not be treated as a “reorganization” described in Section 368(a) of the Reorganization for U.S. federal income tax purposes Code or would otherwise not be in the best interests of the Target Fund, and (ii) nothing will permit the Target Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund's Trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders entitled to such dividends (i) 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 (ii) all of its net capital gain, if any, realized recognized to and including the Closing Date and (iii) the excess of its interest income excludable from gross income under Section 103(a) of the Code, if any, over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for the period to and including the Closing Date. The Acquiring Fund may pay amounts in respect of such distributions (“UNII Distributions”) on behalf of the Target Fund to the Target Fund Shareholders entitled to receive such UNII Distributions after the Closing Date as an agent out of cash or other short-term liquid assets maturing prior to the payment date of the UNII Distributions acquired from the Target Fund in the Reorganization, segregated for this purpose and maintained in an amount at least equal to the remaining payment obligations in respect of the UNII Distributions. (d) Pursuant to this Agreement, as soon as practicable, and in no event more than 48 hours, exclusive of Sundays and holidays, after the Closing Date, the Target Fund will distribute all Acquiring Fund Shares received by it to its shareholders in exchange for their Target Fund Common Shares and Target Fund VRDP Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the names of and in the amounts due to the Target Fund Shareholders based on their respective holdings in the Target Fund as of the Valuation Time. (e) The Valuation Time shall be at the close of business of the New York Stock Exchange on the business day immediately preceding the Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing by the Funds (the “Valuation Time”). (f) The Target Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Fund receives on or after the Closing Date with respect to any of the Target Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern time, on the full business day proceeding the Closing Date or at such other time and date agreed to by the Funds on a date mutually agreed upon in writing (the "Valuation Time"). (fg) Recourse for liabilities assumed from the Target Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i) of this Agreement. (gh) The Target Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving under Delaware law the DSTA and will withdraw its authority to do business in any state where it is registered. (hi) For U.S. federal income tax purposes, the parties to this Agreement will constitute intend that (i) the Reorganization qualify as a reorganization within the meaning of Section 368(a) of the Code, (ii) this Agreement constitutes a plan of reorganization within the meaning of United States U.S. Treasury Regulations Section 1.368-2(g), and (iii) the parties to this Agreement will each be a party to such reorganization within the meaning of Section 368(b) of the Code.

The Reorganization. (a) Subject to receiving the requisite approvals approval of the shareholders of the FundsAcquired Fund, and to the other terms and conditions contained herein, the Target Acquired Fund agrees to sell, convey, transfer transfer, and deliver to the Acquiring Fund Fund, and the Acquiring Fund agrees to acquire from the Target Acquired Fund, on the Closing Date, all of the Target Acquired Fund Investments (including interest accrued as of the Valuation Time on debt instruments), ) and to assume substantially all of the liabilities of the Target Acquired Fund, in exchange for that number of Acquiring Fund Common Merger Shares provided for in Section 4 of this Agreement4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Acquired Fund will distribute all Acquiring Fund Common Merger Shares received by it to its shareholders in exchange for their Target Acquired Fund Common 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 the Target Acquired Fund based on their respective holdings in the Target Acquired Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Target 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 Target 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 Target Acquired Fund to dispose of any portfoliosportfolio securities, securities or other investments, if, in the reasonable judgment of the Target Fund's Acquired Fund Trust Board of Trustees or the Acquired Fund’s investment adviseradvisor, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Target Acquired Fund, and and (ii) nothing will permit the Target Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund's Fund Trust Board of Trustees or the Acquiring Fund’s investment adviseradvisor, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target 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, if any, gain realized to and including the Closing Date, if any. (d) The Target Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Acquired Fund receives on or after the Closing Date with respect to any of the Target Acquired Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern time, on the full business Closing Date, or such earlier or later day proceeding the Closing Date or at such other and time and date agreed to by the Funds on a date as may be mutually agreed upon in writing (the "“Valuation Time"”). (f) Recourse for liabilities assumed from the Target Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Acquired Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i2(k) of this Agreement. (g) The Target Acquired Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving its organization under Delaware Massachusetts law and and, where it is required to do so, will withdraw its authority to do business in any state where it is registeredstate. (h) For U.S. federal income tax purposesThe 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 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 New York Tax-Free Income Fund (the “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, this Agreement and (2) common shareholders of the Other Acquired Fund will constitute become common shareholders of the Acquiring Fund. The effective date of the Other Reorganization is expected to be in proximity to the Closing Date, however, the Other Reorganization may not occur simultaneously with the Reorganization, and the Other Reorganization may occur at any such time as the Acquiring Fund and the Other Acquired Fund may agree. The consummation of the Reorganization is not conditioned upon the consummation of the Other Reorganization. The Acquiring Fund and the Acquired Fund each understands, acknowledges and agrees that the Other Reorganization may not occur and the status of the Other Reorganization will not have a plan bearing on the consummation of reorganization within the meaning of United States Treasury Regulations Section 1.368-2(g)Reorganization.

The Reorganization. (a) Subject to receiving the requisite approvals approval of the shareholders of the FundsAcquired Fund, and to the other terms and conditions contained herein, the Target Acquired Fund agrees to sell, convey, transfer transfer, and deliver to the Acquiring Fund Fund, and the Acquiring Fund agrees to acquire from the Target Acquired Fund, on the Closing Date, all of the Target Acquired Fund Investments (including interest accrued as of the Valuation Time on debt instruments), ) and to assume substantially all of the liabilities of the Target Acquired Fund, in exchange for that number of Acquiring Fund Common Merger Shares provided for in Section 4 of this Agreement4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Acquired Fund will distribute distribute-all Acquiring Fund Common Merger Shares received by it to its shareholders in exchange for their Target Acquired Fund Common SharesShares in complete liquidation of the Acquired Fund. 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 the Target Acquired Fund based on their respective holdings in the Target Acquired Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Target 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 Target 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 Target Acquired Fund to dispose of any portfolios, securities securities, or other investments, if, in the reasonable judgment of the Target Acquired Fund Trust Board of Trustees or the Acquired Fund's Trustees or investment adviseradvisor, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Target Acquired Fund, and ; and (ii) nothing will permit the Target 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 Trustees or investment adviseradvisor, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target 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 Dateincome, 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, realized to in each case for its taxable year beginning on September 1, 2017 and including ending on the Closing DateDate and, if still timely under Section 855 of the Code, the taxable year ending on August 31, 2018. (d) The Target Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Acquired Fund receives on or after the Closing Date with respect to any of the Target Acquired Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m.P.M., Eastern time, on the full business Closing Date, or such earlier or later day proceeding the Closing Date or at such other and time and date agreed to by the Funds on a date as may be mutually agreed upon in writing (the "Valuation Time"). (f) Recourse for liabilities assumed from the Target Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Acquired Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i2(k) of this Agreement. (g) The Target Acquired Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving its organization under Delaware Massachusetts law and and, where it is required to do so, will withdraw its authority to do business in any state where it is registeredstate. (h) For U.S. federal income tax purposes, this Agreement The Acquiring Fund will constitute a plan (a) file with the Secretary of reorganization within the meaning Commonwealth of United States Treasury Regulations Section 1.368Massachusetts any necessary amendment to the Acquiring Fund Trust Declaration and (b) implement any amendment to the Acquiring Fund Trust By-2(g)laws necessary to consummate the Reorganization.

The Reorganization. (a) Subject to receiving the requisite approvals approval of the shareholders of the FundsAcquired Fund, and to the other terms and conditions contained herein, the Target Acquired Fund agrees to sell, convey, transfer transfer, and deliver to the Acquiring Fund Fund, and the Acquiring Fund agrees to acquire from the Target Acquired Fund, on the Closing Date, all of the Target Acquired Fund Investments (including interest accrued as of the Valuation Time on debt instruments), ) and to assume substantially all of the liabilities of the Target Acquired Fund, in exchange for that number of Acquiring Fund Common Merger Shares provided for in Section 4 of this Agreement4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Acquired Fund will distribute all Acquiring Fund Common Merger Shares received by it to its shareholders in exchange for their Target Acquired Fund Common 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 the Target Acquired Fund based on their respective holdings in the Target Acquired Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Target 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 Target 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 Target Acquired Fund to dispose of any portfoliosportfolio securities, securities or other investments, if, in the reasonable judgment of the Target Fund's Acquired Fund Trust Board of Trustees or the Acquired Fund’s investment adviseradvisor, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Target Acquired Fund, and and (ii) nothing will permit the Target Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund's Fund Trust Board of Trustees or the Acquiring Fund’s investment adviseradvisor, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target 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, if any, gain realized to and including the Closing Date, if any. (d) The Target Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Acquired Fund receives on or after the Closing Date with respect to any of the Target Acquired Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern time, on the full business Closing Date, or such earlier or later day proceeding the Closing Date or at such other and time and date agreed to by the Funds on a date as may be mutually agreed upon in writing (the "“Valuation Time"”). (f) Recourse for liabilities assumed from the Target Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Acquired Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i2(k) of this Agreement. (g) The Target Acquired Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving its organization under Delaware Massachusetts law and and, where it is required to do so, will withdraw its authority to do business in any state where it is registeredstate. (h) For U.S. federal income tax purposesThe 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 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 Massachusetts Tax-Free Income Fund (the “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, this Agreement and (2) common shareholders of the Other Acquired Fund will constitute become common shareholders of the Acquiring Fund. The effective date of the Other Reorganization is expected to be in proximity to the Closing Date, however, the Other Reorganization may not occur simultaneously with the Reorganization, and the Other Reorganization may occur at any such time as the Acquiring Fund and the Other Acquired Fund may agree. The consummation of the Reorganization is not conditioned upon the consummation of the Other Reorganization. The Acquiring Fund and the Acquired Fund each understands, acknowledges and agrees that the Other Reorganization may not occur and the status of the Other Reorganization will not have a plan bearing on the consummation of reorganization within the meaning of United States Treasury Regulations Section 1.368-2(g)Reorganization.

The Reorganization. (a) Subject to receiving the requisite approvals of the shareholders of the FundsEOE, and to the other terms and conditions contained herein, the Target Fund EOE agrees to convey, transfer and deliver to the Acquiring Fund EVV and the Acquiring Fund EVV agrees to acquire from the Target FundEOE, on the Closing Date, all of the Target Fund EOE Investments (including interest accrued as of the Valuation Time on debt instruments), and assume including the assumption of substantially all of the liabilities of the Target FundEOE, in exchange for that number of Acquiring Fund EVV Common Shares and the amount of cash provided in Section 4 of this Agreement. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Fund EOE will distribute all Acquiring Fund EVV Common Shares and cash received by it to its shareholders constructively in exchange for their Target Fund EOE Common Shares and EOE APS Shares, respectively. Such distributions The distribution of EVV Common Shares shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund EVV in the amounts due the common shareholders of the Target Fund EOE based on their respective holdings in the Target Fund EOE Common Shares as of the Valuation Time. Cash consideration equaling the aggregate liquidation preference of EOE APS Shares will be distributed in liquidation of outstanding EOE APS Shares. (b) If it is determined that the portfolios of the Target Fund EOE and the Acquiring FundEVV, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund EVV with respect to such investments, the Target FundEOE, if requested by the Acquiring FundEVV, 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, (ia) nothing herein will require the Target Fund EOE to dispose of any portfolios, portfolio securities or other investments, if, in the reasonable judgment of EOE’s Trustees or investment adviser, such disposition would adversely affect the Target Fund's tax- free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of EOE, and (b) nothing will permit EOE to dispose of any portfolio securities or other investments if, in the reasonable judgment of EVV’s Trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Target Fund, and (ii) nothing will permit the Target Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund's Trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring FundEVV. (c) Prior to the Closing Date, the Target Fund EOE 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, if any, realized to and including the Closing Date. (d) The Target Fund EOE will pay or cause to be paid to the Acquiring Fund EVV any interest the Target Fund EOE receives on or after the Closing Date with respect to any of the Target Fund EOE Investments transferred to the Acquiring Fund EVV hereunder. (e) The Valuation Time shall be the close of regular trading on the New York Stock Exchange, normally 4:00 p.m., Eastern time, on the full business day proceeding prior to the Closing Date Date, or at such other earlier or later day and time and date agreed to by the Funds on a date as may be mutually agreed upon in writing (the "“Valuation Time"”). (f) Recourse for liabilities assumed from the Target Fund EOE by the Acquiring Fund EVV in the Reorganization will be limited to the net assets acquired by the Acquiring FundEVV. The known liabilities of the Target FundEOE, as of the Valuation Time, shall be confirmed to the Acquiring Fund EVV pursuant to Section 2(i2(j) of this Agreement. (g) The Target Fund EOE will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving its organization under Delaware Massachusetts law and will withdraw its authority to do business in any state where it is registeredrequired to do so. (h) For U.S. federal income tax purposes, this Agreement will constitute a plan of reorganization within the meaning of United States Treasury Regulations Section 1.368-2(g).

The Reorganization. (a) Subject to receiving the requisite approvals approval of the shareholders of the FundsAcquired Fund, and to the other terms and conditions contained herein, the Target Acquired Fund agrees to sell, convey, transfer and deliver to the Acquiring Fund Fund, and the Acquiring Fund agrees to acquire from the Target Acquired Fund, on the Closing Date, all of the Target Acquired Fund Investments (including interest accrued as of the Valuation Time on debt instruments), ) and to assume substantially all of the liabilities of the Target Acquired Fund, in exchange for that number of Acquiring Fund Common Merger Shares provided for in Section 4 of this Agreement4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Acquired Fund will distribute all Acquiring Fund Common Merger Shares received by it to its shareholders in exchange for their Target Acquired Fund Common 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 the Target Acquired Fund based on their respective holdings in the Target Acquired Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Target 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 Target 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, , (iA) nothing herein will require the Target Acquired Fund to dispose of any portfolios, securities or other investments, if, in the reasonable judgment of the Target Acquired Fund's Trustees ’s Board or the Acquired Fund’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Target Acquired Fund, and and (iiB) nothing will permit the Target Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of Acquired Trust’s Board or the Acquiring Fund's Trustees or ’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target 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, if any, gain realized to and including the Closing Date, if any. (d) The Target Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Acquired Fund receives on or after the Closing Date with respect to any of the Target Acquired Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern timeTime, on the full business Closing Date, or such earlier or later day proceeding the Closing Date or at such other and time and date agreed to by the Funds on a date as may be mutually agreed upon in writing (the "“Valuation Time"”). (f) Recourse for liabilities assumed from the Target Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Acquired Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i2(e) of this Agreement. (g) The Target Acquired Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving its organization under Delaware Massachusetts law and and, where it is required to do so, will withdraw its authority to do business in any state where it is registeredstate. (h) For U.S. federal income tax purposes, this Agreement will constitute a plan of reorganization within the meaning of United States Treasury Regulations Section 1.368-2(g).

The Reorganization. (a) Subject to receiving the requisite approvals approval of the shareholders of the FundsAcquired Fund, and to the other terms and conditions contained herein, the Target Acquired Fund agrees to sell, convey, transfer and deliver to the Acquiring Fund Fund, and the Acquiring Fund agrees to acquire from the Target Acquired Fund, on the Closing Date, all of the Target Acquired Fund Investments (including interest accrued as of the Valuation Time on debt instruments), ) and to assume substantially all of the liabilities of the Target Acquired Fund, in exchange for that number of Acquiring Fund Common Merger Shares provided for in Section 4 of this Agreement4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Acquired Fund will distribute all Acquiring Fund Common Merger Shares received by it to its shareholders in exchange for their Target Acquired Fund Common 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 the Target Acquired Fund based on their respective holdings in the Target Acquired Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Target 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 Target 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 Target Acquired Fund to dispose of any portfolios, securities or other investments, if, in the reasonable judgment of the Target Fund's 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 U.S. federal income tax purposes or would otherwise not be in the best interests of the Target Acquired Fund, and and (ii) nothing will permit the Target 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 Trustees or ’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target 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, if any, gain realized to and including the Closing Date, if any. (d) The Target Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Acquired Fund receives on or after the Closing Date with respect to any of the Target Acquired Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern timeTime, on the full business Closing Date, or such earlier or later day proceeding the Closing Date or at such other and time and date agreed to by the Funds on a date as may be mutually agreed upon in writing (the "“Valuation Time"”). (f) Recourse for liabilities assumed from the Target Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Acquired Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i2(k) of this Agreement. (g) The Target Acquired Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving its organization under Delaware Massachusetts law and and, where it is required to do so, will withdraw its authority to do business in any state where it is registeredstate. (h) For U.S. federal income tax purposes, this Agreement The Acquiring Fund will constitute a plan file with the Secretary of reorganization within the meaning Commonwealth of United States Treasury Regulations Section 1.368Massachusetts any necessary amendment to the JHF Trust Declaration and JHF By-2(g)laws to consummate the Reorganization.

The Reorganization. (a) Subject to receiving the requisite approvals of the shareholders of the FundsAcquiring Fund and the Target Fund, and to the other terms and conditions contained herein, the Target Fund agrees to convey, transfer and deliver to the Acquiring Fund and the Acquiring Fund agrees to acquire from the Target Fund, on the Closing Date, all of the Target Fund Investments (including interest accrued as of the Valuation Time on debt instruments), and assume including the assumption of substantially all of the liabilities of the Target Fund, in exchange for that number of Acquiring Fund Common Shares and Acquiring Fund DARTS provided in Section 4 of this Agreement. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Fund will distribute all Acquiring Fund Common Shares and Acquiring Fund DARTS received by it to its shareholders constructively in exchange for their Target Fund Common Shares and Target Fund Preferred 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 the Target Fund based on their respective holdings in the Target Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Target 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 Target 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, : (ia) nothing herein will require the Target Fund to dispose of any portfolios, securities or other investments, if, in the reasonable judgment of the Target Fund's Trustees ’s trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Target Fund, ; and (iib) nothing will permit the Target Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund's Trustees ’s trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its their respective shareholders all of its their respective 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, if any, realized to and including the Closing Date. (d) The Target Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Fund receives on or after the Closing Date with respect to any of the Target Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern time, on the full business October 10, 2007, or such earlier or later day proceeding the Closing Date or at such other and time and date agreed to by the Funds on a date as may be mutually agreed upon in writing (the "“Valuation Time"”). (f) Recourse for liabilities assumed from the Target Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i2(j) of this Agreement. (g) The Target Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving its organization under Delaware Massachusetts law and will withdraw its authority to do business in any state where it is registeredrequired to do so. (h) For U.S. federal income tax purposesThe Acquiring Fund will file with the Secretary of State of The Commonwealth of Massachusetts, this Agreement as required, any amendment to its Declaration of Trust and by-laws establishing the powers, rights and preferences of the Acquiring Fund DARTS prior to the closing of the Reorganization. (i) The Acquiring Fund and the Target Fund each understand and acknowledge that the Acquiring Fund has or intends to enter into similar Agreements and Plans of Reorganization (“Other Reorganizations”) with the Xxxx Xxxxxxx Patriot Preferred Dividend Xxxx, Xxxx Xxxxxxx Patriot Premium Dividend Fund I and the Xxxx Xxxxxxx Patriot Global Dividend Fund (“Other Target Funds”) pursuant to which the Acquiring Fund: (1) would acquire all substantially all of the assets and assume substantially all of the liabilities of each of the Other Target Funds; and (2) common and preferred shareholders of the Other Target Funds will constitute become Common and DARTS shareholders, respectively, of the Acquiring Fund. The effective dates of such Other Reorganizations are expected to be in proximity to the Closing Date, however, they are not expected to occur simultaneously with the Reorganization or with one another and may occur at any such time as the Acquiring Fund and each Other Target Fund may agree. The consummation of the Reorganization is not conditioned upon the consummation of any such Other Reorganization. The Acquiring Fund and the Target Fund understand, acknowledge and agree that any or all of such Other Reorganizations may not occur and the status of any such Other Reorganization will not have a plan bearing on the consummation of reorganization within the meaning of United States Treasury Regulations Section 1.368-2(g)Reorganization.

The Reorganization. (a) Subject to receiving the requisite approvals of the shareholders of Target Fund Shareholders and the FundsAcquiring Fund Shareholders, and to the other terms and conditions contained herein, and in accordance with the applicable law, the Target Fund agrees to convey, transfer and deliver to the Acquiring Fund and the Acquiring Fund agrees to acquire from the Target Fund, on the Closing Date, all of the Target Fund Investments (including interest accrued as of the Valuation Time on debt instruments), and assume substantially all of the liabilities of the Target Fund, in exchange for that number of Acquiring Fund Common Shares provided in Section 4 of this Agreement. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Fund will distribute all Acquiring Fund Common Shares received by it to its shareholders in exchange for their Target Fund Common Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records The existence of the Acquiring Fund in shall continue unaffected and unimpaired by the amounts due Reorganization and it shall be governed by the shareholders laws of the Target Fund based on their respective holdings in the Target Fund as Commonwealth of the Valuation TimeMassachusetts. (b) If it is determined the investment adviser determines that the portfolios of the Target Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investmentsinvestments or that the disposition of certain assets is necessary to ensure that the resulting portfolio will meet the Acquiring Fund's investment objective, policies and restrictions, as set forth in the Combined Proxy Statement/Prospectus, a copy of which has been delivered (including by electronic format) to the Target Fund, the Target 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 Target Fund to dispose of any portfolios, securities or other investments, portion of its assets if, in the reasonable judgment of the Target Fund's Board of Trustees or investment adviser, such disposition would adversely affect create more than an insignificant risk that the tax-free nature Reorganization would not be treated as a "reorganization" described in Section 368(a) of the Reorganization for U.S. federal income tax purposes Code or would otherwise not be in the best interests of the Target Fund, and (ii) nothing will permit the Target Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund's Trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders (i) 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 (ii) all of its net capital gain, if any, realized recognized to and including the Closing Date and (iii) the excess of its interest income excludable from gross income under Section 103(a) of the Code, if any, over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for the period to and including the Closing Date. The Acquiring Fund may pay such distributions on behalf of the Target Fund to the Target Fund Shareholders entitled to receive such distributions after the Closing Date as an agent out of cash acquired from the Target Fund in the Reorganization and segregated for this purpose. (d) Pursuant to this Agreement, as soon as practicable, and in no event more than 48 hours, exclusive of Sundays and holidays, after the Closing Date, the Target Fund will distribute all Acquiring Fund Shares received by it to its shareholders in exchange for their Target Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the names of and in the amounts due to the Target Fund Shareholders based on their respective holdings in the Target Fund as of the Valuation Time. (e) The Valuation Time shall be at the close of business of the New York Stock Exchange on the business day immediately preceding the Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing by the Funds (the "Valuation Time"). (f) The Target Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Fund receives on or after the Closing Date with respect to any of the Target Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern time, on the full business day proceeding the Closing Date or at such other time and date agreed to by the Funds on a date mutually agreed upon in writing (the "Valuation Time"). (fg) Recourse for liabilities assumed from the Target Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i) of this Agreement. (gh) The Target Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving under Delaware law and will withdraw its authority to do business in any state where it is registered. (hi) For U.S. federal income tax purposes, the parties to this Agreement will constitute intend that (i) the Reorganization qualify as a reorganization within the meaning of Section 368(a) of the Code, (ii) this Agreement constitutes a plan of reorganization within the meaning of United States U.S. Treasury Regulations Section 1.368-2(g), and (iii) the parties to this Agreement will each be a party to such reorganization within the meaning of Section 368(b) of the Code.

The Reorganization. (a) Subject to receiving the requisite approvals approval of the shareholders of the FundsAcquired Fund, and to the other terms and conditions contained herein, the Target Acquired Fund agrees to sell, convey, transfer and deliver to the Acquiring Fund Fund, and the Acquiring Fund agrees to acquire from the Target Acquired Fund, on the Closing Date, all of the Target Acquired Fund Investments (including interest accrued as of the Valuation Time on debt instruments), ) and to assume substantially all of the liabilities of the Target Acquired Fund, in exchange for that number of Acquiring Fund Common Merger Shares provided for in Section 4 of this Agreement4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Acquired Fund will distribute all Acquiring Fund Common Merger Shares received by it to its shareholders in exchange for their Target Acquired Fund Common 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 the Target Acquired Fund based on their respective holdings in the Target Acquired Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Target 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 Target 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 Target Acquired Fund to dispose of any portfolios, securities or other investments, if, in the reasonable judgment of the Target Fund's Board of Trustees or the Acquired Fund’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Target Acquired Fund, and and (ii) nothing will permit the Target Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Board of Trustees or the Acquiring Fund's Trustees or ’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target 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, if any, gain realized to and including the Closing Date, if any. (d) The Target Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Acquired Fund receives on or after the Closing Date with respect to any of the Target Acquired Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern timeTime, on the full business Closing Date, or such earlier or later day proceeding the Closing Date or at such other and time and date agreed to by the Funds on a date as may be mutually agreed upon in writing (the "“Valuation Time"”). (f) Recourse for liabilities assumed from the Target Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Acquired Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i2(k) of this Agreement. (g) The Target Acquired Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving its organization under Delaware Massachusetts law and and, where it is required to do so, will withdraw its authority to do business in any state where it is registeredstate. (h) For U.S. federal income tax purposes, this Agreement The Acquiring Fund will constitute a plan file with the Secretary of reorganization within The Commonwealth of Massachusetts any necessary amendment to the meaning of United States Treasury Regulations Section 1.368Trust Declaration and JHF By-2(g)laws to consummate the Reorganization.

The Reorganization. (a) Subject to receiving the requisite approvals of the shareholders of Target Fund Shareholders and the FundsAcquiring Fund Shareholders, and to the other terms and conditions contained herein, and in accordance with the applicable law, the Target Fund agrees to convey, transfer and deliver to the Acquiring Fund and the Acquiring Fund agrees to acquire from the Target Fund, on the Closing Date, all of the Target Fund Investments (including interest accrued as of the Valuation Time on debt instruments), and assume substantially all of the liabilities of the Target Fund, in exchange for that number of Acquiring Fund Common Shares provided in Section 4 of this Agreement. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Fund will distribute all Acquiring Fund Common Shares received by it to its shareholders in exchange for their Target Fund Common Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records The existence of the Acquiring Fund in shall continue unaffected and unimpaired by the amounts due Reorganization and it shall be governed by the shareholders laws of the Target Fund based on their respective holdings in the Target Fund as of the Valuation TimeMaryland. (b) If it is determined the investment adviser determines that the portfolios of the Target Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investmentsinvestments or that the disposition of certain assets is necessary to ensure that the resulting portfolio will meet the Acquiring Fund's investment objective, policies and restrictions, as set forth in the Joint Proxy Statement/Prospectus, a copy of which has been delivered (including by electronic format) to the Target Fund, the Target 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 Target Fund to dispose of any portfolios, securities or other investments, portion of its assets if, in the reasonable judgment of the Target Fund's Trustees Board of Directors or investment adviser, such disposition would adversely affect create more than an insignificant risk that the tax-free nature Reorganization would not be treated as a "reorganization" described in Section 368(a) of the Reorganization for U.S. federal income tax purposes Code or would otherwise not be in the best interests of the Target Fund, and (ii) nothing will permit the Target Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund's Trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders (i) 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 (ii) all of its net capital gain, if any, realized recognized to and including the Closing Date and (iii) the excess of its interest income excludable from gross income under Section 103(a) of the Code, if any, over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for the period to and including the Closing Date. The Acquiring Fund may pay amounts in respect of such distributions ("UNII Distributions") on behalf of the Target Fund to the Target ------------------ Fund Shareholders entitled to receive such UNII Distributions after the Closing Date as an agent out of cash or other short-term liquid assets maturing prior to the payment date of the UNII Distributions acquired from the Target Fund in the Reorganization, segregated for this purpose and maintained in an amount at least equal to the remaining payment obligations in respect of the UNII Distributions. (d) Pursuant to this Agreement, as soon as practicable, and in no event more than 48 hours, exclusive of Sundays and holidays, after the Closing Date, the Target Fund will distribute all Acquiring Fund Shares received by it to its shareholders in exchange for their Target Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the names of and in the amounts due to the Target Fund Shareholders based on their respective holdings in the Target Fund as of the Valuation Time. (e) The Valuation Time shall be at the close of business of the New York Stock Exchange on the business day immediately preceding the Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing by the Funds (the "Valuation Time"). -------------- (f) The Target Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Fund receives on or after the Closing Date with respect to any of the Target Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern time, on the full business day proceeding the Closing Date or at such other time and date agreed to by the Funds on a date mutually agreed upon in writing (the "Valuation Time"). (fg) Recourse for liabilities assumed from the Target Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i) of this Agreement. (gh) The Target Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving under Delaware Maryland law and will withdraw its authority to do business in any state where it is registered. (hi) For U.S. federal income tax purposes, the parties to this Agreement will constitute intend that (i) the Reorganization qualify as a reorganization within the meaning of Section 368(a) of the Code, (ii) this Agreement constitutes a plan of reorganization within the meaning of United States U.S. Treasury Regulations Section 1.368-2(g), and (iii) the parties to this Agreement will each be a party to such reorganization within the meaning of Section 368(b) of the Code.

The Reorganization. (a) Subject to receiving the requisite approvals of the shareholders stockholders of the FundsTGO and TYN, and to the other terms and conditions contained herein, the Target Fund TGO agrees to convey, transfer and deliver to the Acquiring Fund TYN and the Acquiring Fund TYN agrees to acquire from the Target FundTGO, on the Closing Date, all of the Target Fund TGO Investments (including interest interest, dividends or distributions accrued as of the Valuation Time on debt instrumentsTime), and assume from TGO substantially all of the liabilities of TGO. In exchange, TGO will receive on the Target Fund, in exchange for Closing Date that number of Acquiring Fund TYN Common Shares and cash for fractional shares as provided in Section 4 of this Agreement. . (b) Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Fund TGO will distribute all Acquiring Fund cash (for fractional shares) and TYN Common Shares received by it to its shareholders stockholders of record in exchange for their Target Fund TGO Common SharesShares based on the Exchange Rate (as defined and calculated below). Such distributions The distribution of TYN Common Shares to TGO stockholders of record shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund as described in the amounts due the shareholders of the Target Fund based on their respective holdings in the Target Fund as of the Valuation TimeSection 4. (bc) The “Exchange Rate” will be determined by dividing the TGO NAV per share by the TYN NAV per share, with each calculated at the Valuation Time (less, in each case, the Reorganization costs for each Fund). (d) If it is determined that the portfolios of the Target Fund TGO and the Acquiring FundTYN, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund TYN with respect to such investmentsinvestments in its non-fundamental investment policies, the Target FundTGO, if requested by the Acquiring FundTYN, 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, (ia) nothing herein will require the Target Fund TGO to dispose of any portfolios, securities or other investments, if, in the reasonable judgment of TGO’s Board of Directors or Tortoise Capital Advisors, LLC (the Target Fund's Trustees or investment adviser“Investment Adviser”), such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Target FundTGO, and (iib) nothing will permit the Target Fund TGO to dispose of any portfolio securities or other investments if, in the reasonable judgment of TYN’s Board of Directors or the Acquiring Fund's Trustees or investment adviserInvestment Adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring FundTYN. (ce) Prior to the Closing Date, the Target 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, if any, realized to and including the Closing Date. (d) The Target Fund TGO will pay or cause to be paid to the Acquiring Fund TYN any interest the Target Fund accrued interest, dividends or distributions that TGO receives on or after the Closing Date with respect to any of the Target Fund TGO Investments transferred to the Acquiring Fund TYN hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern time, on the full business day proceeding the Closing Date or at such other time and date agreed to by the Funds on a date mutually agreed upon in writing (the "Valuation Time"). (f) Recourse for liabilities assumed from the Target Fund TGO by the Acquiring Fund TYN in the Reorganization will be limited to the net assets acquired by the Acquiring FundTYN. The known liabilities of the Target FundTGO, as of the Valuation Time, shall be confirmed to the Acquiring Fund TYN pursuant to Section 2(i) of this Agreement. (g) The Target Fund TGO will be terminated and liquidated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving under Delaware Maryland law and will withdraw its authority to do business in any state where it is registered. (h) For U.S. federal income tax purposes, this Agreement TYN will constitute a plan use its commercially reasonable efforts to ensure that following the Closing Date the Notes maintain the ratings in effect as of reorganization within the meaning of United States Treasury Regulations Section 1.368-2(g)Valuation Time.

The Reorganization. (a) Subject to receiving the requisite approvals approval of the shareholders of the FundsAcquired Fund, and to the other terms and conditions contained herein, the Target Acquired Fund agrees to sell, convey, transfer transfer, and deliver to the Acquiring Fund Fund, and the Acquiring Fund agrees to acquire from the Target Acquired Fund, on the Closing Date, all of the Target Acquired Fund Investments (including interest accrued as of the Valuation Time on debt instruments), ) and to assume substantially all of the liabilities of the Target Acquired Fund, in exchange for that number of Acquiring Fund Common Merger Shares provided for in Section 4 of this Agreement4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Acquired Fund will distribute all Acquiring Fund Common Merger Shares received by it to its shareholders in exchange for their Target Acquired Fund Common SharesShares in complete liquidation of the Acquired Fund. 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 the Target Acquired Fund based on their respective holdings in the Target Acquired Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Target 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 Target 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 Target Acquired Fund to dispose of any portfolios, securities securities, or other investments, if, in the reasonable judgment of the Target Fund's Acquired Fund Trust Board of Trustees or the Acquired Fund’s investment adviseradvisor, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Target Acquired Fund, and ; and (ii) nothing will permit the Target Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund's Fund Trust Board of Trustees or the Acquiring Fund’s investment adviseradvisor, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target 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 Dateincome, 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, realized to in each case for its taxable year beginning on April 1, 2017 and including ending on the Closing DateDate and, if still timely under Section 855 of the Code, the taxable year ending on March 31, 2018. (d) The Target Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Acquired Fund receives on or after the Closing Date with respect to any of the Target Acquired Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern time, on the full business Closing Date, or such earlier or later day proceeding the Closing Date or at such other and time and date agreed to by the Funds on a date as may be mutually agreed upon in writing (the "“Valuation Time"”). (f) Recourse for liabilities assumed from the Target Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Acquired Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i2(k) of this Agreement. (g) The Target Acquired Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving its organization under Delaware Massachusetts law and and, where it is required to do so, will withdraw its authority to do business in any state where it is registeredstate. (h) For U.S. federal income tax purposes, this Agreement The Acquiring Fund will constitute a plan (a) file with the Secretary of reorganization within the meaning Commonwealth of United States Treasury Regulations Section 1.368Massachusetts any necessary amendment to the Acquiring Fund Trust Declaration and (b) implement any amendment to the Acquiring Fund Trust By-2(g)laws necessary to consummate the Reorganization.

The Reorganization. (a) Subject to receiving the requisite approvals approval of the shareholders of the FundsAcquired Fund, and to the other terms and conditions contained herein, the Target Acquired Fund agrees to sell, convey, transfer and deliver to the Acquiring Fund Fund, and the Acquiring Fund agrees to acquire from the Target Acquired Fund, on the Closing Date, all of the Target Acquired Fund Investments (including interest accrued as of the Valuation Time on debt instruments), ) and to assume substantially all of the liabilities of the Target Acquired Fund, in exchange for that number of Acquiring Fund Common Merger Shares provided for in Section 4 of this Agreement4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Acquired Fund will distribute all Acquiring Fund Common Merger Shares received by it to its shareholders in exchange for their Target Acquired Fund Common 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 the Target Acquired Fund based on their respective holdings in the Target Acquired Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Target 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 Target 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 Target Acquired Fund to dispose of any portfolios, securities or other investments, if, in the reasonable judgment of the Target Board of Trustees or the Acquired Fund's Trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Target Acquired Fund, and and (ii) nothing will permit the Target Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Board of Trustees or the Acquiring Fund's Trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target 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, if any, gain realized to and including the Closing Date, if any. (d) The Target Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Acquired Fund receives on or after the Closing Date with respect to any of the Target Acquired Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern timeTime, on the full business Closing Date, or such earlier or later day proceeding the Closing Date or at such other and time and date agreed to by the Funds on a date as may be mutually agreed upon in writing (the "Valuation Time"). (f) Recourse for liabilities assumed from the Target Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Acquired Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i2(k) of this Agreement. (g) The Target Acquired Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving its organization under Delaware Massachusetts law and and, where it is required to do so, will withdraw its authority to do business in any state where it is registeredstate. (h) For U.S. federal income tax purposes, this Agreement The Acquiring Fund will constitute a plan file with the Secretary of reorganization within The Commonwealth of Massachusetts any necessary amendment to the meaning of United States Treasury Regulations Section 1.368Trust Declaration and JHF By-2(g)laws to consummate the Reorganization.

The Reorganization. (a) Subject to receiving the requisite approvals approval of the shareholders of the FundsAcquired Fund, and to the other terms and conditions contained herein, the Target Acquired Fund agrees to sell, convey, transfer and deliver to the Acquiring Fund Fund, and the Acquiring Fund agrees to acquire from the Target Acquired Fund, on the Closing Date, all of the Target Acquired Fund Investments (including interest accrued as of the Valuation Time on debt instruments), ) and to assume substantially all of the liabilities of the Target Acquired Fund, in exchange for that number of Acquiring Fund Common Reorganization Shares provided for in Section 4 of this Agreement4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Acquired Fund will distribute all Acquiring Fund Common Reorganization Shares received by it to its shareholders in exchange for their Target Acquired Fund Common 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 the Target Acquired Fund based on their respective holdings in the Target Acquired Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Target 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 Target 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 Target Acquired Fund to dispose of any portfolios, portfolio securities or other investments, if, . in the reasonable judgment of the Target Board or the Acquired Fund's Trustees or ’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Target Acquired Fund, and and (ii) nothing will permit the Target Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Board or the Acquiring Fund's Trustees or ’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target 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, if any, gain realized to and including the Closing Date, if any. (d) The Target Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Acquired Fund receives on or after the Closing Date with respect to any of the Target Acquired Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m.PM, Eastern timeTime, on the full business Closing Date, or such earlier or later day proceeding the Closing Date or at such other and time and date agreed to by the Funds on a date as may be mutually agreed upon in writing (the "“Valuation Time"”). (f) Recourse for liabilities assumed from the Target Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Acquired Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i2(k) of this Agreement. (g) The Target Acquired Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving its organization under Delaware Massachusetts law and and. where it is required to do so. will withdraw its authority to do business in any state where it is registeredstate. (h) For U.S. federal income tax purposes, this Agreement The Acquiring Fund will constitute a plan file with the Secretary of reorganization within the meaning Commonwealth of United States Treasury Regulations Section 1.368Massachusetts any necessary amendment to the Declaration and By-2(g)laws to consummate the Reorganization.

The Reorganization. (a) Subject to receiving the requisite approvals approval of the shareholders of the FundsAcquired Fund, and to the other terms and conditions contained herein, the Target Acquired Fund agrees to sell, convey, transfer transfer, and deliver to the Acquiring Fund Fund, and the Acquiring Fund agrees to acquire from the Target Acquired Fund, on the Closing Date, all of the Target Acquired Fund Investments (including interest accrued as of the Valuation Time on debt instruments), ) and to assume substantially all of the liabilities of the Target Acquired Fund, in exchange for that number of Acquiring Fund Common Merger Shares provided for in Section 4 of this Agreement4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Acquired Fund will distribute all Acquiring Fund Common Merger Shares received by it to its shareholders in exchange for their Target Acquired Fund Common SharesShares in complete liquidation of the Acquired Fund. 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 the Target Acquired Fund based on their respective holdings in the Target Acquired Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Target 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 Target 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 Target Acquired Fund to dispose of any portfolios, securities securities, or other investments, if, in the reasonable judgment of the Target Fund's Acquired Fund Trust Board of Trustees or the Acquired Fund’s investment adviseradvisor, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Target Acquired Fund, and and (ii) nothing will permit the Target Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund's Fund Trust Board of Trustees or the Acquiring Fund’s investment adviseradvisor, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target 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 Dateincome, 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, realized to in each case for its taxable year beginning on September 1, 2016 and including ending on the Closing DateDate and, if still timely under Section 855 of the Code, the taxable year ending on August 31, 2017. (d) The Target Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Acquired Fund receives on or after the Closing Date with respect to any of the Target Acquired Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern time, on the full business Closing Date, or such earlier or later day proceeding the Closing Date or at such other and time and date agreed to by the Funds on a date as may be mutually agreed upon in writing (the "“Valuation Time"”). (f) Recourse for liabilities assumed from the Target Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Acquired Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i2(k) of this Agreement. (g) The Target Acquired Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving its organization under Delaware Massachusetts law and and, where it is required to do so, will withdraw its authority to do business in any state where it is registeredstate. (h) For U.S. federal income tax purposes, this Agreement The Acquiring Fund will constitute a plan (a) file with the Secretary of reorganization within the meaning Commonwealth of United States Treasury Regulations Section 1.368Massachusetts any necessary amendment to the Acquiring Fund Trust Declaration and (b) implement any amendment to the Acquiring Fund Trust By-2(g)laws necessary to consummate the Reorganization.

The Reorganization. (a) Subject to receiving the requisite approvals of the shareholders of Target Fund Shareholders and the FundsAcquiring Fund Shareholders, and to the other terms and conditions contained herein, and in accordance with the applicable law, the Target Fund agrees to convey, transfer and deliver to the Acquiring Fund and the Acquiring Fund agrees to acquire from the Target Fund, on the Closing Date, all of the Target Fund Investments (including interest accrued as of the Valuation Time on debt instruments), and assume substantially all of the liabilities of the Target Fund, in exchange for that number of Acquiring Fund Common Shares provided in Section 4 of this Agreement. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Fund will distribute all Acquiring Fund Common Shares received by it to its shareholders in exchange for their Target Fund Common Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records The existence of the Acquiring Fund in shall continue unaffected and unimpaired by the amounts due Reorganization and it shall be governed by the shareholders of the Target Fund based on their respective holdings in the Target Fund as of the Valuation TimeDSTA. (b) If it is determined the investment adviser determines that the portfolios of the Target Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investmentsinvestments or that the disposition of certain assets is necessary to ensure that the resulting portfolio will meet the Acquiring Fund's investment objective, policies and restrictions, as set forth in the Joint Proxy Statement/Prospectus, a copy of which has been delivered (including by electronic format) to the Target Fund, the Target 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 Target Fund to dispose of any portfolios, securities or other investments, portion of its assets if, in the reasonable judgment of the Target Fund's Board of Trustees or investment adviser, such disposition would adversely affect create more than an insignificant risk that the tax-free nature Reorganization would not be treated as a "reorganization" described in Section 368(a) of the Reorganization for U.S. federal income tax purposes Code or would otherwise not be in the best interests of the Target Fund, and (ii) nothing will permit the Target Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund's Trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders (i) 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 (ii) all of its net capital gain, if any, realized recognized to and including the Closing Date and (iii) the excess of its interest income excludable from gross income under Section 103(a) of the Code, if any, over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for the period to and including the Closing Date. The Acquiring Fund may pay amounts in respect of such distributions ("UNII Distributions") on behalf of the Target Fund to the Target Fund Shareholders entitled to receive such UNII Distributions after the Closing Date as an agent out of cash or other short-term liquid assets maturing prior to the payment date of the UNII Distributions acquired from the Target Fund in the Reorganization, segregated for this purpose and maintained in an amount at least equal to the remaining payment obligations in respect of the UNII Distributions. (d) Pursuant to this Agreement, as soon as practicable, and in no event more than 48 hours, exclusive of Sundays and holidays, after the Closing Date, the Target Fund will distribute all Acquiring Fund Shares received by it to its shareholders in exchange for their Target Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the names of and in the amounts due to the Target Fund Shareholders based on their respective holdings in the Target Fund as of the Valuation Time. (e) The Valuation Time shall be at the close of business of the New York Stock Exchange on the business day immediately preceding the Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing by the Funds (the "Valuation Time"). (f) The Target Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Fund receives on or after the Closing Date with respect to any of the Target Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern time, on the full business day proceeding the Closing Date or at such other time and date agreed to by the Funds on a date mutually agreed upon in writing (the "Valuation Time"). (fg) Recourse for liabilities assumed from the Target Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i) of this Agreement. (gh) The Target Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving under Delaware law the DSTA and will withdraw its authority to do business in any state where it is registered. (hi) For U.S. federal income tax purposes, the parties to this Agreement will constitute intend that (i) the Reorganization qualify as a reorganization within the meaning of Section 368(a) of the Code, (ii) this Agreement constitutes a plan of reorganization within the meaning of United States U.S. Treasury Regulations Section 1.368-2(g), and (iii) the parties to this Agreement will each be a party to such reorganization within the meaning of Section 368(b) of the Code.

The Reorganization. (a) Subject to receiving the requisite approvals approval of the shareholders of the FundsAcquired Fund, and to the other terms and conditions contained herein, the Target Acquired Fund agrees to sell, convey, transfer and deliver to the Acquiring Fund Fund, and the Acquiring Fund agrees to acquire from the Target Acquired Fund, on the Closing Date, all of the Target Acquired Fund Investments (including interest accrued as of the Valuation Time on debt instruments), ) and to assume substantially all of the liabilities of the Target Acquired Fund, in exchange for that number of Acquiring Fund Common Merger Shares provided for in Section 4 of this Agreement4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Acquired Fund will distribute all Acquiring Fund Common Merger Shares received by it to its shareholders in exchange for their Target Acquired Fund Common 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 the Target Acquired Fund based on their respective holdings in the Target Acquired Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Target 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 Target 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 Target Acquired Fund to dispose of any portfolios, portfolio securities or other investments, if, in the reasonable judgment of the Target JHF III Board or the Acquired Fund's Trustees or ’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Target Acquired Fund, and and (ii) nothing will permit the Target Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the JHF II Board or the Acquiring Fund's Trustees or ’s investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target 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 for the period up to and including the Closing Date, if any (computed without regard to any deduction for dividends paid), and all of its net capital gain, if any, gain realized up to and including the Closing Date, if any. (d) The Target Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Acquired Fund receives on or after the Closing Date with respect to any of the Target Acquired Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m.PM, Eastern timeTime, on the full business Closing Date, or such earlier or later day proceeding the Closing Date or at such other and time and date agreed to by the Funds on a date as may be mutually agreed upon in writing (the "“Valuation Time"”). (f) Recourse for liabilities assumed from the Target Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Acquired Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i2(k) of this Agreement. (g) The Target Acquired Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving its organization under Delaware Massachusetts law and and, where it is required to do so, will withdraw its authority to do business in any state where it is registeredstate. (h) For U.S. federal income tax purposes, this Agreement The Acquiring Fund will constitute a plan file with the Secretary of reorganization within the meaning Commonwealth of United States Treasury Regulations Section 1.368Massachusetts any necessary amendment to the JHF II Declaration and JHF II By-2(g)laws to consummate the Reorganization.

The Reorganization. (a) Subject to receiving the requisite approvals of the shareholders of Target Fund Shareholders and the FundsAcquiring Fund Shareholders, and to the other terms and conditions contained herein, and in accordance with the applicable law, the Target Fund agrees to convey, transfer and deliver to the Acquiring Fund and the Acquiring Fund agrees to acquire from the Target Fund, on the Closing Date, all of the Target Fund Investments (including interest accrued as of the Valuation Time on debt instruments), and assume substantially all of the liabilities of the Target Fund, in exchange for that number of Acquiring Fund Common Shares provided in Section 4 of this Agreement. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Fund will distribute all Acquiring Fund Common Shares received by it to its shareholders in exchange for their Target Fund Common Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records The existence of the Acquiring Fund in shall continue unaffected and unimpaired by the amounts due Reorganization and it shall be governed by the shareholders laws of the Target Fund based on their respective holdings in the Target Fund as of the Valuation TimeMaryland. (b) If it is determined the investment adviser determines that the portfolios of the Target Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investmentsinvestments or that the disposition of certain assets is necessary to ensure that the resulting portfolio will meet the Acquiring Fund's investment objective, policies and restrictions, as set forth in the Joint Proxy Statement/Prospectus, a copy of which has been delivered (including by electronic format) to the Target Fund, the Target 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 Target Fund to dispose of any portfolios, securities or other investments, portion of its assets if, in the reasonable judgment of the Target Fund's Trustees Board of Directors or investment adviser, such disposition would adversely affect create more than an insignificant risk that the tax-free nature Reorganization would not be treated as a "reorganization" described in Section 368(a) of the Reorganization for U.S. federal income tax purposes Code or would otherwise not be in the best interests of the Target Fund, and (ii) nothing will permit the Target Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund's Trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders (i) 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 (ii) all of its net capital gain, if any, realized recognized to and including the Closing Date and (iii) the excess of its interest income excludable from gross income under Section 103(a) of the Code, if any, over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for the period to and including the Closing Date. The Acquiring Fund may pay such distributions on behalf of the Target Fund to the Target Fund Shareholders entitled to receive such distributions after the Closing Date as an agent out of cash acquired from the Target Fund in the Reorganization and segregated for this purpose. (d) Pursuant to this Agreement, as soon as practicable, and in no event more than 48 hours, exclusive of Sundays and holidays, after the Closing Date, the Target Fund will distribute all Acquiring Fund Shares received by it to its shareholders in exchange for their Target Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the names of and in the amounts due to the Target Fund Shareholders based on their respective holdings in the Target Fund as of the Valuation Time. (e) The Valuation Time shall be at the close of business of the New York Stock Exchange on the business day immediately preceding the Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing by the Funds (the "Valuation Time"). (f) The Target Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Fund receives on or after the Closing Date with respect to any of the Target Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern time, on the full business day proceeding the Closing Date or at such other time and date agreed to by the Funds on a date mutually agreed upon in writing (the "Valuation Time"). (fg) Recourse for liabilities assumed from the Target Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i) of this Agreement. (gh) The Target Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving under Delaware Maryland law and will withdraw its authority to do business in any state where it is registered. (hi) For U.S. federal income tax purposes, the parties to this Agreement will constitute intend that (i) the Reorganization qualify as a reorganization within the meaning of Section 368(a) of the Code, (ii) this Agreement constitutes a plan of reorganization within the meaning of United States U.S. Treasury Regulations Section 1.368-2(g), and (iii) the parties to this Agreement will each be a party to such reorganization within the meaning of Section 368(b) of the Code.

The Reorganization. (a) Subject to receiving the requisite approvals of the shareholders of the FundsAcquiring Fund and the Target Fund, and to the other terms and conditions contained herein, the Target Fund agrees to convey, transfer and deliver to the Acquiring Fund and the Acquiring Fund agrees to acquire from the Target Fund, on the Closing Date, all of the Target Fund Investments (including interest accrued as of the Valuation Time on debt instruments), and assume including the assumption of substantially all of the liabilities of the Target Fund, in exchange for that number of Acquiring Fund Common Shares and Acquiring Fund DARTS provided in Section 4 of this Agreement. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Fund will distribute all Acquiring Fund Common Shares and Acquiring Fund DARTS received by it to its shareholders constructively in exchange for their Target Fund Common Shares and Target Fund Preferred 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 the Target Fund based on their respective holdings in the Target Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Target 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 Target 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, (ia) nothing herein will require the Target Fund to dispose of any portfolios, securities or other investments, if, in the reasonable judgment of the Target Fund's Trustees trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Target Fund, and (iib) nothing will permit the Target Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund's Trustees trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its their respective shareholders all of its their respective 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, if any, realized to and including the Closing Date. (d) The Target Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Fund receives on or after the Closing Date with respect to any of the Target Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern time, on the full business June 4, 2007, or such earlier or later day proceeding the Closing Date or at such other and time and date agreed to by the Funds on a date as may be mutually agreed upon in writing (the "Valuation Time"). (f) Recourse for liabilities assumed from the Target Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i2(j) of this Agreement. (g) The Target Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving its organization under Delaware Massachusetts law and will withdraw its authority to do business in any state where it is registeredrequired to do so. (h) For U.S. federal income tax purposesThe Acquiring Fund will file with the Secretary of State of The Commonwealth of Massachusetts, this Agreement as required, any amendment to its Declaration of Trust and by-laws establishing the powers, rights and preferences of the Acquiring Fund DARTS prior to the closing of the Reorganization. (i) The Acquiring Fund and the Target Fund each understand and acknowledge that the Acquiring Fund has or intends to enter into similar Agreements and Plans of Reorganization ("Other Reorganizations") with the John Hancock Patrixx Xrxxxxx Xividend Fund I, John Hancock Patriot Sexxxx Xxxxxxxd Trust and the John Hancock Patriot Xxxxax Xxxxdend Fund ("Other Target Funds") pursuant to which the Acquiring Fund (1) would acquire all substantially all of the assets and assume substantially all of the liabilities of each of the Other Target Funds, and (2) common and preferred shareholders of the Other Target Funds will constitute become Common and DARTS shareholders, respectively, of the Acquiring Fund. The effective dates of such Other Reorganizations are expected to be in proximity to the Closing Date, however, they are not expected to occur simultaneously with the Reorganization or with one another and may occur at any such time as the Acquiring Fund and each Other Target Fund may agree. The consummation of the Reorganization is not conditioned upon the consummation of any such Other Reorganization. The Acquiring Fund and the Target Fund understand, acknowledge and agree that any or all of such Other Reorganizations may not occur and the status of any such Other Reorganization will not have a plan bearing on the consummation of reorganization within the meaning of United States Treasury Regulations Section 1.368-2(g)Reorganization.

The Reorganization. (a) Subject to receiving the requisite approvals of the shareholders of the FundsAcquired Fund, and to the other terms and conditions contained herein, the Target Acquired Fund agrees to convey, transfer and deliver to the Acquiring Fund and the Acquiring Fund agrees to acquire from the Target Acquired Fund, on the Closing Date, all of the Target Acquired Fund Investments (including interest accrued as of the Valuation Time on debt instruments), and assume including the assumption of substantially all of the liabilities of the Target Acquired Fund, in exchange for that number of Acquiring Fund Common Shares and Acquiring Fund APS provided in Section 4 of this Agreement. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Acquired Fund will distribute all Acquiring Fund Common Shares and Acquiring Fund APS received by it to its shareholders constructively in exchange for their Target Acquired Fund Common Shares and Acquired Fund APS 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 the Target Acquired Fund based on their respective holdings in the Target Acquired Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Target 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 Target 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, (ia) nothing herein will require the Target Acquired Fund to dispose of any portfolios, portfolio securities or other investments, if, in the reasonable judgment of the Target Acquired Fund's ’s Trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Target Acquired Fund, and (iib) nothing will permit the Target Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund's ’s Trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target Acquired Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its their respective shareholders all of its their respective 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, if any, realized to and including the Closing Date. (d) The Target Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Acquired Fund receives on or after the Closing Date with respect to any of the Target Acquired Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be the close of regular trading on the New York Stock Exchanges, normally 4:00 p.m., Eastern time, on the full business day proceeding prior to the Closing Date Date, or at such other earlier or later day and time and date agreed to by the Funds on a date as may be mutually agreed upon in writing (the "“Valuation Time"”). (f) Recourse for liabilities assumed from the Target Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Acquired Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i2(j) of this Agreement. (g) The Target Acquired Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving its organization under Delaware Massachusetts law and will withdraw its authority to do business in any state where it is registeredrequired to do so. (h) For U.S. federal income tax purposesThe Acquiring Fund will file with the Secretary of State of The Commonwealth of Massachusetts, this Agreement will constitute a plan as required, any amendment to its Declaration of reorganization within Trust and By-Laws establishing the meaning powers, rights and preferences of United States Treasury Regulations Section 1.368-2(g)the Acquiring Fund APS prior to the closing of the Reorganization.

The Reorganization. (a) Subject to receiving the requisite approvals of the shareholders of Target Fund Shareholders and the FundsAcquiring Fund Shareholders, and to the other terms and conditions contained herein, and in accordance with applicable law, at the Effective Time (as defined in Section 3(d)), the Target Fund agrees to convey, transfer shall be merged with and deliver to into the Acquiring Fund, the separate existence of the Target Fund as a corporation and registered investment company shall cease and the Acquiring Fund agrees shall continue as the surviving entity following the Reorganization (sometimes referred to acquire from herein as the Target “Surviving Fund, on the Closing Date, all of the Target Fund Investments (including interest accrued as of the Valuation Time on debt instruments”), and assume substantially all of the liabilities of the Target Fund, in exchange for that number of Acquiring Fund Common Shares provided in Section 4 of this Agreement. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Fund will distribute all Acquiring Fund Common Shares received by it to its shareholders in exchange for their Target Fund Common Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records The existence of the Acquiring Fund in shall continue unaffected and unimpaired by the amounts due Reorganization and, as the shareholders of Surviving Fund, it shall be governed by the Target Fund based on their respective holdings in the Target Fund as of the Valuation TimeDSTA. (b) If it is determined the investment adviser determines that the portfolios of the Target Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investmentsinvestments or that the disposition of certain assets is necessary to ensure that the resulting portfolio will meet the Acquiring Fund’s investment objective, policies and restrictions, as set forth in the Joint Proxy Statement/Prospectus, a copy of which has been delivered (including by electronic format) to the Target Fund, the Target 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 Target Fund to dispose of any portfolios, securities or other investments, portion of its assets if, in the reasonable judgment of the Target Fund's Trustees ’s Board of Directors or investment adviser, such disposition would adversely affect create more than an insignificant risk that the tax-free nature Reorganization would not be treated as a “reorganization” described in Section 368(a) of the Reorganization for U.S. federal income tax purposes Code or would otherwise not be in the best interests of the Target Fund, and (ii) nothing will permit the Target Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund's Trustees or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior At or prior to the Closing Date, the Target Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders Target Fund Shareholders (i) 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 (ii) all of its net capital gain, if any, realized recognized to and including the Closing Date and (iii) the excess of its interest income excludable from gross income under Section 103(a) of the Code, if any, over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for the period to and including the Closing Date. (d) The Target Fund will pay or Upon the terms and subject to the conditions of this Agreement, on the Closing Date, the parties shall cause the Reorganization to be paid to consummated by filing an articles or certificate of merger (the “Articles of Merger”) with each Fund’s state of organization in accordance with applicable law. The Reorganization shall become effective at such time as the Articles of Merger is duly filed with each Fund’s state or organization, or at such subsequent date or time as the Acquiring Fund any interest and the Target Fund receives on or after shall agree and specify in the Closing Date Articles of Merger (the “Effective Time”). (e) At the Effective Time, the effect of the Reorganization with respect to any a Fund shall be as provided in the applicable provisions of the applicable laws of such Fund’s state of organization. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of the Target Fund Investments transferred to and the Acquiring Fund hereundershall vest in the Surviving Fund, and all debts, liabilities, obligations, restrictions, disabilities and duties of the Target Fund and the Acquiring Fund shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Fund. (ef) Pursuant to this Agreement, as soon as practicable, and in no event more than 48 hours, exclusive of Sundays and holidays, after the Effective Time, the Acquiring Fund will issue Acquiring Fund Common Shares to the Target Fund Shareholders for their Target Fund Common Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the names of and in the amounts due to the Target Fund Shareholders based on their respective holdings in the Target Fund as of the Valuation Time. (g) The Valuation Time shall be 4:00 p.m., Eastern time, at the close of business of the New York Stock Exchange on the full business day proceeding immediately preceding the Closing Date Effective Time, or at such other earlier or later day and time and date agreed to by the Funds on a date as may be mutually agreed upon in writing by the Funds (the "“Valuation Time"”). (fh) Recourse for liabilities assumed from At the Target Fund by Effective Time, the charter of the Acquiring Fund in the Reorganization will be limited effect immediately prior to the net assets acquired by Effective Time shall continue to be the Acquiring Fund. The known liabilities charter of the Target Surviving Fund, as of until thereafter amended in accordance with their respective terms and applicable law. (i) From and after the Valuation Effective Time, shall be confirmed to the trustees and officers of the Acquiring Fund pursuant to Section 2(i) shall be the trustees and officers of this Agreementthe Surviving Fund, and such trustees and officers shall serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the operating agreement of the Surviving Fund. (g) The Target Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving under Delaware law and will withdraw its authority to do business in any state where it is registered. (hj) For U.S. federal income tax purposes, the parties to this Agreement will constitute intend that (i) the Reorganization qualify as a reorganization within the meaning of Section 368(a) of the Code, (ii) this Agreement constitutes a plan of reorganization within the meaning of United States U.S. Treasury Regulations Section 1.368-2(g), and (iii) the parties to this Agreement will each be a party to such reorganization within the meaning of Section 368(b) of the Code. (k) Each of the Acquiring Fund and Target Fund may, in its sole discretion, merge or consolidate its wholly-owned subsidiaries at any time prior to, on, or after, the Effective Time, without the consent of the other Fund.

The Reorganization. (a) Subject to receiving the requisite approvals of the shareholders stockholders of the FundsTarget Fund, and to the other terms and conditions contained herein, the Target Fund agrees to convey, transfer and deliver to the Acquiring Fund and the Acquiring Fund agrees to acquire from the Target Fund, on the Closing Date, all of the Target Fund Investments (including interest accrued as of the Valuation Time on debt instruments), and assume substantially all of the liabilities of the Target Fund, in exchange for that number of Acquiring Fund Common Shares provided in Section 4 of this Agreement. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Fund will distribute all Acquiring Fund Common Shares received by it to its shareholders stockholders in exchange for their Target Fund Common 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 stockholders of the Target Fund based on their respective holdings in the Target Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Target 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 Target 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, (ia) nothing herein will require the Target Fund to dispose of any portfolios, securities or other investments, if, in the reasonable judgment of the Target Fund's Trustees directors or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Target Fund, and (iib) nothing will permit the Target Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund's Trustees directors or investment adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Target Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders stockholders 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, if any, realized to and including the Closing Date. (d) The Target Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Fund receives on or after the Closing Date with respect to any of the Target Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern time, on the full business XXXX, 0000, or such earlier or later day proceeding the Closing Date or at such other and time and date agreed to by the Funds on a date as may be mutually agreed upon in writing (the "Valuation Time"). (f) Recourse for liabilities assumed from the Target Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Target Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(i) of this Agreement. (g) The Target Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and dissolving under Delaware Maryland law and will withdraw its authority to do business in any state where it is registered. (h) For U.S. federal income tax purposes, this Agreement will constitute a plan of reorganization within the meaning of United States Treasury Regulations Section 1.368-2(g).