Common use of TRANSFER OF ASSETS OF THE Clause in Contracts

TRANSFER OF ASSETS OF THE. ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1. Subject to requisite approvals and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, OGMF, on behalf of the Acquired Fund, agrees to sell, assign, convey, transfer and deliver all of its property and assets, as set forth in paragraph 1.2, to the Acquiring Fund, and JPMorgan, on behalf of the Acquiring Fund, agrees in exchange therefor: (a) to deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares corresponding to each class of the Acquired Fund Shares as of the time and date set forth in paragraph 3.1, determined by dividing the value of the Acquired Funds net assets with respect to each class of the Acquired Fund (computed in the manner and as of the time and date set forth in paragraph 2.1) by the net asset value of one share of the corresponding class of Acquiring Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.2); and (b) to assume all liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (Closing Date). For purposes of this Agreement, the Class A shares of the Acquired Fund correspond to the Class A shares of the Acquiring Fund, the Class B shares of the Acquired Fund correspond to the Class B shares of the Acquiring Fund, the Class C shares of the Acquired Fund correspond to the Class C shares of the Acquiring Fund, the Class I shares (to be renamed Select Class shares) of the Acquired Fund correspond to the Select Class shares of the Acquiring Fund, and the term Acquiring Fund Shares should be read to include each such class of shares of the Acquiring Fund. 1.2. The property and assets of OGMF attributable to the Acquired Fund and to be sold, assigned, conveyed, transferred and delivered to and acquired by JPMorgan, on behalf of the Acquiring Fund, shall consist of all assets and property, including, without limitation, all rights, cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Valuation Date as defined in paragraph 2.1 (collectively, Assets). The Acquired Fund will sell, assign, convey, transfer and deliver to the Acquiring Fund any rights, stock dividends, or other securities received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued, in which case any such distribution that remains unpaid as of the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund. 1.3. The Acquired Fund will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Valuation Date. JPMorgan, on behalf of the Acquiring Fund, shall assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date (collectively, Liabilities). On or as soon as practicable prior to the Closing Date, the Acquired Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4. Immediately following the actions contemplated by paragraph 1.1, OGMF shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, OGMF, on behalf of the Acquired Fund, shall (a) distribute to its shareholders of record with respect to each class of Acquired Fund Shares as of the Closing Date, as defined in paragraph 3.1 (Acquired Fund Shareholders), on a pro rata basis within that class, the Acquiring Fund Shares of the corresponding class received by OGMF, on behalf of the Acquired Fund, pursuant to paragraph 1.1 and (b) completely liquidate. Such liquidation shall be accomplished, with respect to each class of Acquired Fund Shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of each class of Acquiring Fund Shares to be so credited to the corresponding class of Acquired Fund Shareholders shall, with respect to each class, be equal to the aggregate net asset value of the Acquired Fund Shares of the corresponding class owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding Acquired Fund Shares will be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing any class of Acquiring Fund Shares in connection with such exchange. 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Funds transfer agent. 1.6. Any reporting responsibility of the Acquired Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (Commission), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund. 2.

TRANSFER OF ASSETS OF THE. ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1. 1.1 Subject to requisite approvals and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, OGMF, on behalf of the Acquired Fund, Fund agrees to sell, assign, convey, transfer and deliver all of its the property and assetsassets of the Acquired Fund, as set forth in paragraph 1.2, to the Acquiring Fund, and JPMorgan, on behalf of the Acquiring Fund, Fund agrees in exchange therefortherefore: (a) to deliver to the Acquired Fund the number of full and fractional Class A, Class B, Class C, Class K and Class Y Acquiring Fund Shares corresponding to each class of the Acquired Fund Shares as of the time and date set forth in paragraph 3.1, determined by dividing the value of the Acquired Funds net assets with respect to each corresponding class of the Acquired Fund (Shares, computed in the manner and as of the time and date set forth in paragraph 2.1) , by the net asset value of one share Acquiring Fund Share of the corresponding class of Acquiring Fund Shares (class, computed in the manner and as of the time and date set forth in paragraph 2.2); and (b) to assume all liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (Closing Date). For purposes of this Agreement, the Class A shares of the Acquired Fund correspond to the Class A shares of the Acquiring Fund, the Class B shares of the Acquired Fund correspond to the Class B shares of the Acquiring Fund, the Class C shares of the Acquired Fund correspond to the Class C shares of the Acquiring Fund, the Class I shares (to be renamed Select Class shares) of the Acquired Fund correspond to the Select Class shares of the Acquiring Fund, and the term Acquiring Fund Shares should be read to include each such class of shares of the Acquiring Fund. 1.2. 1.2 The property and assets of OGMF the Trust attributable to the Acquired Fund and to be sold, assigned, conveyed, transferred and delivered to and acquired by JPMorgan, on behalf of the Acquiring Fund, Fund shall consist of all assets property and propertyassets, including, without limitation, all rights, cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Valuation Date as defined in paragraph 2.1 (collectively, Assets). The Acquired Fund will sell, assign, convey, transfer and deliver to the Acquiring Fund any rights, stock dividends, or other securities securities, if any, received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets Assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets Assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued, in which case any such distribution that remains unpaid and/or has not been received by the Acquired Fund as of the Closing Date shall be included in the determination of the value of the assets Assets of the Acquired Fund acquired by the Acquiring Fund. 1.3. 1.3 The Acquired Fund will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Valuation Date. JPMorgan, on behalf of the The Acquiring Fund, Fund shall assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date (collectively, Liabilities). On or as soon as practicable prior to the Closing Date, the Acquired Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%98 percent) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gaingain (after reduction for any available capital loss carryover), if any, for the current taxable year through the Closing Date. 1.4. 1.4 Immediately following the actions contemplated by paragraph 1.1, OGMF the Trust shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, OGMFthe Trust, on behalf of the Acquired Fund, shall (a) distribute to its the Acquired Funds shareholders of record with respect to each class of Acquired Fund Shares its shares as of the Closing Date, as defined in paragraph 3.1 (Acquired Fund Shareholders), on a pro rata basis within that class, the Acquiring Fund Shares of the corresponding class received by OGMF, on behalf of the Acquired Fund, Fund pursuant to paragraph 1.1 1.1, and (b) completely liquidate. Such distribution and liquidation shall will be accomplished, with respect to each class of the Acquired Fund SharesFunds shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of each class of Class A, Class B, Class C, Class K and Class Y Acquiring Fund Shares to be so credited to the corresponding class of Class A, Class B, Class C, Class K and Class Y Acquired Fund Shareholders Shareholders, respectively, shall, with respect to each class, be equal to the aggregate net asset value of the Acquired Fund Shares of the corresponding class owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding Acquired Fund Shares will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund shall will not issue certificates representing any class of the Class A, Class B, Class C, Class K and Class Y Acquiring Fund Shares in connection with such exchangethe Reorganization. 1.5. 1.5 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Funds transfer agent. 1.6. Any reporting responsibility of the Acquired FundTransfer Agent, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (Commission), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund. 2.as defined in paragraph 3.3

TRANSFER OF ASSETS OF THE. ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1. Subject to the requisite approvals approval of the Acquired Fund shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, OGMF, on behalf of the Acquired Fund, Fund agrees to sell, assign, convey, transfer and deliver all of its the property and assetsassets of the Acquired Fund, as set forth in paragraph 1.2, to the Acquiring Fund, and JPMorgan, on behalf of the Acquiring Fund, Fund agrees in exchange therefor: (ai) to deliver to the Acquired Fund the number of full and fractional Class A, Class B, Class C, Class K and Class Y Acquiring Fund Shares corresponding to each class of the Acquired Fund Shares as of the time and date set forth in paragraph 3.1, determined by dividing the value of the Acquired Funds net assets with respect to each corresponding class of the Acquired Fund (Shares, computed in the manner and as of the time and date set forth in paragraph 2.1) , by the net asset value of one share Acquiring Fund Share of the corresponding class of Acquiring Fund Shares (class, computed in the manner and as of the time and date set forth in paragraph 2.2); and (bii) to assume all liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (Closing Date). For purposes of this Agreement, the Class A shares of the Acquired Fund correspond to the Class A shares of the Acquiring Fund, the Class B shares of the Acquired Fund correspond to the Class B shares of the Acquiring Fund, the Class C shares of the Acquired Fund correspond to the Class C shares of the Acquiring Fund, the Class I shares (to be renamed Select Class shares) of the Acquired Fund correspond to the Select Class shares of the Acquiring Fund, and the term Acquiring Fund Shares should be read to include each such class of shares of the Acquiring Fund. 1.2. The property and assets of OGMF the Trust attributable to the Acquired Fund and to be sold, assigned, conveyed, transferred and delivered to and acquired by JPMorgan, on behalf of the Acquiring Fund, Fund shall consist of all assets property and propertyassets, including, without limitation, all rights, cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Valuation Date as defined in paragraph 2.1 (collectively, Assets). The Acquired Fund will sell, assign, convey, transfer and deliver to the Acquiring Fund any rights, stock dividends, or other securities received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued, in which case any such distribution that remains unpaid as of the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund. 1.3. The Acquired Fund will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Valuation Date. JPMorgan, on behalf of the The Acquiring Fund, Fund shall assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date (collectively, Liabilities). On or as soon as practicable prior to the Closing Date, the Acquired Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gaingain (after reduction for any available capital loss carryover), if any, for the current taxable year through the Closing Date. 1.4. Immediately following the actions contemplated by paragraph 1.1, OGMF the Trust shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, OGMFthe Trust, on behalf of the Acquired Fund, shall (a) distribute to its the Acquired Fund s shareholders of record with respect to each class of Acquired Fund Shares its shares as of the Closing Date, as defined in paragraph 3.1 (Acquired Fund Shareholders), on a pro rata basis within that class, the Acquiring Fund Shares of the corresponding class received by OGMF, on behalf of the Acquired Fund, Fund pursuant to paragraph 1.1 and (b) completely liquidate. Such distribution and liquidation shall will be accomplished, with respect to each class of the Acquired Fund Sharess shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of each class of Class A, Class B, Class C, Class K and Class Y Acquiring Fund Shares to be so credited to the corresponding class of Class A, Class B, Class C, Class K and Class Y Acquired Fund Shareholders Shareholders, respectively, shall, with respect to each class, be equal to the aggregate net asset value of the Acquired Fund Shares of the corresponding class owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding Acquired Fund Shares will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing any class of the Class A, Class B, Class C, Class K and Class Y Acquiring Fund Shares in connection with such exchangethe Reorganization. 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Funds transfer agentTransfer Agent, as defined in paragraph 3.3. 1.6. Any reporting responsibility of the Acquired Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (Commission), any state securities commission, and any federalFederal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund. 2.

TRANSFER OF ASSETS OF THE. ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1. Subject to requisite approvals and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, OGMFAcquired Fund Company, on behalf of the Acquired Fund, agrees to sell, assign, convey, transfer and deliver all of its property and assets, as set forth in paragraph 1.2, to the Acquiring Fund, and JPMorganOGMF, on behalf of the Acquiring Fund, agrees in exchange therefor: (a) to deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares corresponding to each class of the Acquired Fund Shares as of the time and date set forth in paragraph 3.1, determined by dividing the value of the Acquired Funds net assets with respect to each class of the Acquired Fund (computed in the manner and as of the time and date set forth in paragraph 2.1) by the net asset value of one share of the corresponding class of Acquiring Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.2); and (b) to assume all liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 ("Closing Date"). For purposes of this Agreement, the Class A shares of the Acquired Fund correspond to the Class A shares of the Acquiring Fund, the Class B shares of the Acquired Fund correspond to the Class B shares of the Acquiring Fund, the Select Class C shares of the Acquired Fund correspond to the Class C shares of the Acquiring Fund, the Class I shares (to be renamed Select Class shares) of the Acquired Fund correspond to the Select Class shares of the Acquiring Fund, and the term Acquiring Fund Shares should be read to include each such class of shares of the Acquiring Fund. 1.2. The property and assets of OGMF Acquired Fund Company attributable to the Acquired Fund and to be sold, assigned, conveyed, transferred and delivered to and acquired by JPMorganOGMF, on behalf of the Acquiring Fund, shall consist of all assets and property, including, without limitation, all rights, cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Valuation Date as defined in paragraph 2.1 (collectively, "Assets"). The Acquired Fund will sell, assign, convey, transfer and deliver to the Acquiring Fund any rights, stock dividends, or other securities received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued, in which case any such distribution that remains unpaid as of the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund. 1.3. The Acquired Fund will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Valuation Date. JPMorganOGMF, on behalf of the Acquiring Fund, shall assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date (collectively, "Liabilities"). On or as soon as practicable prior to the Closing Date, the Acquired Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4. Immediately following the actions contemplated by paragraph 1.1, OGMF Acquired Fund Company shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, OGMFAcquired Fund Company, on behalf of the Acquired Fund, shall (a) distribute to its shareholders of record with respect to each class of Acquired Fund Shares as of the Closing Date, as defined in paragraph 3.1 ("Acquired Fund Shareholders"), on a pro rata basis within that class, the Acquiring Fund Shares of the corresponding class received by OGMFAcquired Fund Company, on behalf of the Acquired Fund, pursuant to paragraph 1.1 and (b) completely liquidate. Such liquidation shall be accomplished, with respect to each class of Acquired Fund Shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of each class of Acquiring Fund Shares to be so credited to the corresponding class of Acquired Fund Shareholders shall, with respect to each class, be equal to the aggregate net asset value of the Acquired Fund Shares of the corresponding class owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding Acquired Fund Shares will be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing any class of Acquiring Fund Shares in connection with such exchange. 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Funds transfer agent. 1.6. Any reporting responsibility of the Acquired Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission ("Commission"), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund. 2.

TRANSFER OF ASSETS OF THE. ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL ACQUIRED FUND STATED LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1. Subject to requisite approvals and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, OGMF, on behalf the Acquired Fund agrees to transfer to the Acquiring Fund all or substantially all of the Acquired Fund, agrees to sell, assign, convey, transfer and deliver all of its property and assets, 's assets as set forth in paragraph section 1.2, to and the Acquiring Fund, and JPMorgan, on behalf of the Acquiring Fund, Fund agrees in exchange therefor: therefor (ai) to simultaneously deliver to the Acquired Fund the that number of full and fractional (to the third decimal place) Acquiring Fund Shares corresponding to each class of the Acquired Fund Shares as of the time and date set forth in paragraph 3.1, determined by dividing the value of the Acquired Funds Fund's net assets with respect transferred to each class of the Acquired Fund (Acquiring Fund, computed in the manner and as of the time and date set forth in paragraph section 2.1) , by the net asset value of one share of the corresponding class of Acquiring Fund Shares (Share, computed in the manner and as of the time and date set forth in paragraph section 2.2); and (bii) to simultaneously assume all of the stated liabilities of the Acquired Fund, as set forth in paragraph section 1.3. Such transactions shall take place on the date of at the closing provided for in paragraph section 3.1 (Closing Datethe "Closing"). For purposes of this Agreement, the Class A shares 1.2. The assets of the Acquired Fund correspond to the Class A shares of be acquired by the Acquiring Fund, the Class B shares of the Acquired Fund correspond to the Class B shares of the Acquiring Fund, the Class C shares of the Acquired Fund correspond to the Class C shares of the Acquiring Fund, the Class I shares (to be renamed Select Class sharescollectively "Assets") of the Acquired Fund correspond to the Select Class shares of the Acquiring Fund, and the term Acquiring Fund Shares should be read to include each such class of shares of the Acquiring Fund. 1.2. The property and assets of OGMF attributable to the Acquired Fund and to be sold, assigned, conveyed, transferred and delivered to and acquired by JPMorgan, on behalf of the Acquiring Fund, shall consist of all assets property and propertyassets, (except cash in an amount necessary to pay any unpaid dividends and distributions described in Section 1.4) including, without limitation, all rightscash, cashcash equivalents, securities, commodities and futures interests and dividends or interests receivable interest or other receivables that are owned by or owed to the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books unaudited statement of assets and liabilities of the Acquired Fund on the Valuation Date as defined in paragraph 2.1 (collectively, Assets). The Acquired Fund will sell, assign, convey, transfer and deliver to the Acquiring Fund any rights, stock dividends, or other securities received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued, in which case any such distribution that remains unpaid prepared as of the Closing Date shall be included in the determination effective time of the closing (the "Effective Time Statement"), prepared in accordance with generally accepted accounting principles ("GAAP") applied consistently with those of the Acquired Fund's most recent audited balance sheet. The Assets shall constitute at least 90% of the fair market value of the assets net assets, and at least 70% of the fair market value of the gross assets, held by Acquired Fund acquired by immediately before the Acquiring FundClosing (excluding for these purposes assets used to pay the dividends and other distributions paid pursuant to section 1.4). 1.3. The Acquired Fund will make reasonable efforts endeavor to discharge all of its the Acquired Fund's known liabilities and obligations prior to the Valuation DateClosing Date as defined in section 3.1, other than those liabilities and obligations which would otherwise be discharged at a later date in the ordinary course of business. JPMorganUpon Closing, on behalf of the Acquiring Fund, Fund shall assume all of the only those stated liabilities of the Acquired FundFund reflected in the Effective Time Statement, which the Acquiring Fund shall have the right to review prior to finalization, and shall not assume any other liabilities, whether accrued absolute or contingent, known or unknown, existing at the Valuation Date (collectivelyaccrued or unaccrued, Liabilities)not reflected thereon. 1.4. On or as soon as practicable prior to the Closing DateDate as defined in section 3.1, the Acquired Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid), the excess of its interest income excludable from gross income under section 103(a) of the Code over its deductions disallowed under sections 265 and 171(a)(2) of the Code, and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.41.5. Immediately following after the actions contemplated by paragraph 1.1transfer of assets provided for in section 1.1 (the "Liquidation Time"), OGMF shall take such actions necessary the Acquired Fund will distribute to complete the liquidation of the Acquired Fund. To complete the liquidation, OGMF, on behalf of the Acquired Fund, shall (a) distribute to its 's shareholders of record with respect to each class of Acquired Fund Shares record, determined as of the Closing Date, as defined in paragraph 3.1 Valuation Time (the "Acquired Fund Shareholders"), on a pro rata basis within that classbasis, the Acquiring Fund Shares of the corresponding class received by OGMFthe Acquired Fund pursuant to section 1.1. In addition, on behalf the shareholders of the Acquired Fund, pursuant Fund shall have the right to paragraph 1.1 and (b) completely liquidatereceive any unpaid dividends or other distributions payable to them which were declared by the Acquired Fund before the Closing. Such liquidation shall distribution will be accomplished, with respect to each class of Acquired Fund Shares, accomplished by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of each class of Acquiring Fund Shares to be so credited to the corresponding class of Acquired Fund Shareholders shall, with respect to each class, shall be equal to the aggregate net asset value of the Acquired Fund Shares shares owned by such shareholders as of the corresponding class owned by Acquired Fund Shareholders on the Closing DateValuation Time. All issued and outstanding shares of the Acquired Fund Shares will simultaneously be canceled cancelled on the books of the Acquired Fund, although share certificates representing interests in shares of the Acquired Fund will represent a number of Acquiring Fund Shares after the Closing Date as determined in accordance with section 2.3. The Acquiring Fund shall will not issue certificates representing any class of Acquiring Fund Shares in connection with such exchange. 1.5. Ownership of Acquiring The Acquired Fund Shares will be shown on the books then, as soon as practicable file an application pursuant to Section 8(f) of the Acquiring Funds transfer agentInvestment Company Act of 1940, as amended (the "1940 Act") for an order declaring that the Acquired Fund has ceased to be an investment company and, upon receipt of such order, shall make all filings and take all other steps as shall be necessary and proper to effect its complete dissolution under Pennsylvania law. After the Closing, the Acquired Fund shall not conduct any business except in connection with its liquidation, deregistration, and dissolution. 1.6. Any reporting responsibility of the Acquired Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (Commission), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund. 2.

TRANSFER OF ASSETS OF THE. ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1. Subject to requisite approvals and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, OGMFAcquired Fund Company, on behalf of the Acquired Fund, agrees to sell, assign, convey, transfer and deliver all of its property and assets, as set forth in paragraph 1.2, to the Acquiring Fund, and JPMorganOGMF, on behalf of the Acquiring Fund, agrees in exchange therefor: (a) to deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares corresponding to each class of the Acquired Fund Shares as of the time and date set forth in paragraph 3.1, determined by dividing the value of the Acquired Funds net assets with respect to each class of the Acquired Fund (computed in the manner and as of the time and date set forth in paragraph 2.1) by the net asset value of one share of the corresponding class of Acquiring Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.2); and (b) to assume all liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (Closing Date). For purposes of this Agreement, the Class A shares of the Acquired Fund correspond to the Class A shares of the Acquiring Fund, the Class B shares of the Acquired Fund correspond to the Class B shares of the Acquiring Fund, the Select Class C shares of the Acquired Fund correspond to the Class C shares of the Acquiring Fund, the Class I shares (to be renamed Select Class shares) of the Acquired Fund correspond to the Select Class shares of the Acquiring Fund, and the term Acquiring Fund Shares should be read to include each such class of shares of the Acquiring Fund. 1.2. The property and assets of OGMF Acquired Fund Company attributable to the Acquired Fund and to be sold, assigned, conveyed, transferred and delivered to and acquired by JPMorganOGMF, on behalf of the Acquiring Fund, shall consist of all assets and property, including, without limitation, all rights, cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Valuation Date as defined in paragraph 2.1 (collectively, Assets). The Acquired Fund will sell, assign, convey, transfer and deliver to the Acquiring Fund any rights, stock dividends, or other securities received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued, in which case any such distribution that remains unpaid as of the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund. 1.3. The Acquired Fund will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Valuation Date. JPMorganOGMF, on behalf of the Acquiring Fund, shall assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date (collectively, Liabilities). On or as soon as practicable prior to the Closing Date, the Acquired Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4. Immediately following the actions contemplated by paragraph 1.1, OGMF Acquired Fund Company shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, OGMFAcquired Fund Company, on behalf of the Acquired Fund, shall (a) distribute to its shareholders of record with respect to each class of Acquired Fund Shares as of the Closing Date, as defined in paragraph 3.1 (Acquired Fund Shareholders), on a pro rata basis within that class, the Acquiring Fund Shares of the corresponding class received by OGMFAcquired Fund Company, on behalf of the Acquired Fund, pursuant to paragraph 1.1 and (b) completely liquidate. Such liquidation shall be accomplished, with respect to each class of Acquired Fund Shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of each class of Acquiring Fund Shares to be so credited to the corresponding class of Acquired Fund Shareholders shall, with respect to each class, be equal to the aggregate net asset value of the Acquired Fund Shares of the corresponding class owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding Acquired Fund Shares will be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing any class of Acquiring Fund Shares in connection with such exchange. 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Funds transfer agent. 1.6. Any reporting responsibility of the Acquired Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (Commission), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund. 2.

TRANSFER OF ASSETS OF THE. ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1. Subject to requisite approvals and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, OGMFAcquired Fund Company, on behalf of the Acquired Fund, agrees to sell, assign, convey, transfer and deliver all of its property and assets, as set forth in paragraph 1.2, to the Acquiring Fund, and JPMorganOGMF, on behalf of the Acquiring Fund, agrees in exchange therefor: (a) to deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares corresponding to each class of the Acquired Fund Shares as of the time and date set forth in paragraph 3.1, determined by dividing the value of the Acquired Funds net assets with respect to each class of the Acquired Fund (computed in the manner and as of the time and date set forth in paragraph 2.1) by the net asset value of one share of the corresponding class of Acquiring Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.2); and (b) to assume all liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (Closing Date). For purposes of this Agreement, the Agency Class A shares of the Acquired Fund correspond to the Agency Class A shares of the Acquiring Fund, the Institutional Class B shares of the Acquired Fund correspond to the Class B shares of the Acquiring Fund, the Class C shares of the Acquired Fund correspond to the Class C shares of the Acquiring Fund, the Class I shares (to be renamed Select Capital Class shares) of the Acquired Fund correspond to the Select Capital Class shares of the Acquiring Fund, the Xxxxxx Class shares of the Acquired Fund correspond to the Xxxxxx Class shares of the Acquiring Fund, the Premier Class shares of the Acquired Fund correspond to the Premier Class shares of the Acquiring Fund, and the term Acquiring Fund Shares should be read to include each such class of shares of the Acquiring Fund. 1.2. The property and assets of OGMF Acquired Fund Company attributable to the Acquired Fund and to be sold, assigned, conveyed, transferred and delivered to and acquired by JPMorganOGMF, on behalf of the Acquiring Fund, shall consist of all assets and property, including, without limitation, all rights, cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Valuation Date as defined in paragraph 2.1 (collectively, Assets). The Acquired Fund will sell, assign, convey, transfer and deliver to the Acquiring Fund any rights, stock dividends, or other securities received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued, in which case any such distribution that remains unpaid as of the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund. 1.3. The Acquired Fund will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Valuation Date. JPMorganOGMF, on behalf of the Acquiring Fund, shall assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date (collectively, Liabilities). On or as soon as practicable prior to the Closing Date, the Acquired Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4. Immediately following the actions contemplated by paragraph 1.1, OGMF Acquired Fund Company shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, OGMFAcquired Fund Company, on behalf of the Acquired Fund, shall (a) distribute to its shareholders of record with respect to each class of Acquired Fund Shares as of the Closing Date, as defined in paragraph 3.1 (Acquired Fund Shareholders), on a pro rata basis within that class, the Acquiring Fund Shares of the corresponding class received by OGMFAcquired Fund Company, on behalf of the Acquired Fund, pursuant to paragraph 1.1 and (b) completely liquidate. Such liquidation shall be accomplished, with respect to each class of Acquired Fund Shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of each class of Acquiring Fund Shares to be so credited to the corresponding class of Acquired Fund Shareholders shall, with respect to each class, be equal to the aggregate net asset value of the Acquired Fund Shares of the corresponding class owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding Acquired Fund Shares will be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing any class of Acquiring Fund Shares in connection with such exchange. 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Funds transfer agent. 1.6. Any reporting responsibility of the Acquired Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (Commission), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund. 2.

TRANSFER OF ASSETS OF THE. ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1. Subject to requisite approvals and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, OGMFAcquired Fund Company, on behalf of the Acquired Fund, agrees to sell, assign, convey, transfer and deliver all of its property and assets, as set forth in paragraph 1.2, to the Acquiring Fund, and JPMorganOGMF, on behalf of the Acquiring Fund, agrees in exchange therefor: (a) to deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares corresponding to each class of the Acquired Fund Shares as of the time and date set forth in paragraph 3.1, determined by dividing the value of the Acquired Funds net assets with respect to each class of the Acquired Fund (computed in the manner and as of the time and date set forth in paragraph 2.1) by the net asset value of one share of the corresponding class of Acquiring Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.2); and (b) to assume all liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (Closing Date). For purposes of this Agreement, the Agency Class A shares of the Acquired Fund correspond to the Administrative shares (to be renamed Agency Class shares) of the Acquiring Fund, the Institutional Class shares of the Acquired Fund correspond to the Institutional Class shares of the Acquiring Fund, the Xxxxxx Class shares of the Acquired Fund correspond to the Xxxxxx Class shares of the Acquiring Fund, the Premier Class shares of the Acquired Fund correspond to the Class A shares of the Acquiring Fund, the Class B shares of the Acquired Fund correspond to the Class B shares of the Acquiring Fund, the Class C shares of the Acquired Fund correspond to the Class C shares of the Acquiring Fund, the Class I S shares (to be renamed Select Premier Class shares) of the Acquired Fund correspond to the Select Class shares of the Acquiring Fund, and the term Acquiring Fund Shares should be read to include each such class of shares of the Acquiring Fund. 1.2. The property and assets of OGMF Acquired Fund Company attributable to the Acquired Fund and to be sold, assigned, conveyed, transferred and delivered to and acquired by JPMorganOGMF, on behalf of the Acquiring Fund, shall consist of all assets and property, including, without limitation, all rights, cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Valuation Date as defined in paragraph 2.1 (collectively, Assets). The Acquired Fund will sell, assign, convey, transfer and deliver to the Acquiring Fund any rights, stock dividends, or other securities received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued, in which case any such distribution that remains unpaid as of the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund. 1.3. The Acquired Fund will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Valuation Date. JPMorganOGMF, on behalf of the Acquiring Fund, shall assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date (collectively, Liabilities). On or as soon as practicable prior to the Closing Date, the Acquired Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4. Immediately following the actions contemplated by paragraph 1.1, OGMF shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, OGMF, on behalf of the Acquired Fund, shall (a) distribute to its shareholders of record with respect to each class of Acquired Fund Shares as of the Closing Date, as defined in paragraph 3.1 (Acquired Fund Shareholders), on a pro rata basis within that class, the Acquiring Fund Shares of the corresponding class received by OGMF, on behalf of the Acquired Fund, pursuant to paragraph 1.1 and (b) completely liquidate. Such liquidation shall be accomplished, with respect to each class of Acquired Fund Shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of each class of Acquiring Fund Shares to be so credited to the corresponding class of Acquired Fund Shareholders shall, with respect to each class, be equal to the aggregate net asset value of the Acquired Fund Shares of the corresponding class owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding Acquired Fund Shares will be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing any class of Acquiring Fund Shares in connection with such exchange. 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Funds transfer agent. 1.6. Any reporting responsibility of the Acquired Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (Commission), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund. 2.declare

TRANSFER OF ASSETS OF THE. ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1. Subject to the requisite approvals approval of the Acquired Fund shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, OGMF, on behalf the Acquired Fund agrees to transfer all of the Acquired Fund, agrees to sell, assign, convey, transfer and deliver all of its property and Fund*s assets, as set forth in paragraph 1.2, to the Acquiring Fund, and JPMorgan, on behalf of the Acquiring Fund, Fund agrees in exchange therefor: (ai) to deliver to the Acquired Fund the number of full and fractional Class A, Class B, Class C, Class K and Class Y Acquiring Fund Shares corresponding to each class of the Acquired Fund Shares as of the time and date set forth in paragraph 3.1Shares, determined by dividing the value of the Acquired Funds Fund*s net assets with respect to each corresponding class of the Acquired Fund (Class A, Class B, Class II, Class K and Class Y, respectively), computed in the manner and as of the time and date set forth in paragraph 2.1) , by the net asset value of one share Acquiring Fund Share of the corresponding class of Acquiring Fund Shares (class, computed in the manner and as of the time and date set forth in paragraph 2.2); and (bii) to assume all liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (Closing Date). For purposes of this Agreement, the Class A shares 1.2. The assets of the Acquired Fund correspond to the Class A shares of be acquired by the Acquiring Fund, the Class B shares of the Acquired Fund correspond to the Class B shares of the Acquiring Fund, the Class C shares of the Acquired Fund correspond to the Class C shares of the Acquiring Fund, the Class I shares (to be renamed Select Class shares) of the Acquired Fund correspond to the Select Class shares of the Acquiring Fund, and the term Acquiring Fund Shares should be read to include each such class of shares of the Acquiring Fund. 1.2. The property and assets of OGMF attributable to the Acquired Fund and to be sold, assigned, conveyed, transferred and delivered to and acquired by JPMorgan, on behalf of the Acquiring Fund, shall consist of all assets and property, including, without limitation, all rights, cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Valuation Date as defined in paragraph 2.1 (collectively, Assets). The Acquired Fund will sell, assign, convey, transfer and deliver to the Acquiring Fund any rights, stock dividends, or other securities received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued, in which case any such distribution that remains unpaid as of the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund. 1.3. The Acquired Fund will make reasonable efforts endeavor to discharge all of its known liabilities and obligations prior to the Valuation Date. JPMorgan, on behalf of the The Acquiring Fund, Fund shall assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, Liabilities). On or as soon as practicable prior to the Closing Date, the Acquired Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4. Immediately following after the actions contemplated by transfer of assets provided for in paragraph 1.1, OGMF shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, OGMF, on behalf of the Acquired Fund, shall Fund will (a) distribute to its the Acquired Fund*s shareholders of record with respect to each class of Acquired Fund Shares its shares as of the Closing Date, as defined in paragraph 3.1 (Acquired Fund Shareholders), on a pro rata basis within that class, the Acquiring Fund Shares of the corresponding class received by OGMF, on behalf of the Acquired Fund, Fund pursuant to paragraph 1.1 and (b) completely liquidate. Such distribution and liquidation shall will be accomplished, with respect to each class of the Acquired Fund SharesFund*s shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of each class of Class A, Class B, Class C, Class K and Class Y Acquiring Fund Shares to be so credited to the corresponding class of Class A, Class B Class II, Class K and Class Y Acquired Fund Shareholders Shareholders, respectively, shall, with respect to each class, be equal to the aggregate net asset value of the shares of common stock ($0.01 par value per share) of the Acquired Fund Shares (Acquired Fund Shares) of the corresponding class owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding Acquired Fund Shares will simultaneously be canceled on the books of the Acquired Fund, although shares certificates representing interests in Class A, Class B, Class II, Class K and Class Y Acquired Fund Shares will represent a number of the corresponding class of Acquiring Fund Shares after the Closing Date, as determined in accordance with Section 2.3. The Acquiring Fund shall not issue certificates representing any class of the Class A, Class B, Class C, Class K and Class Y Acquiring Fund Shares in connection with such exchange. 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Funds transfer agentFund*s Transfer Agent, as defined in paragraph 3.3. 1.6. Any reporting responsibility of the Acquired Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (Commission), any state securities commission, and any federalFederal, state or local tax authorities or any other relevant regulatory authority, ,is and shall remain the responsibility of the Acquired Fund. 2. VALUATION 2.1. The value of the Assets shall be the value of such Assets as of the close of business of the New York Stock Exchange and after the declaration of any dividends on the Closing Date (such time and date being hereinafter called the Valuation Date), computed using the valuation procedures set forth in the then-current prospectus and statement of additional information with respect to the Acquired Fund, and valuation procedures established by the Company*s Board of Directors. 2.2. The net asset value of a Class A, Class B, Class C, Class K and Class Y Acquiring Fund Share shall be the net asset value per share computed with respect to that class as of the Valuation Date, using the valuation procedures set forth in the Acquiring Fund*s then current prospectus and statement of additional information, and valuation procedures established by Munder Framlington*s Board of Trustees. 2.3. The number of the Class A, Class B, Class C, Class K and Class Y Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for the Acquired Fund*s Assets shall be determined with respect to each such class by dividing the value of the net assets with respect to the Class A, Class B, Class II, Class K and Class Y of the Acquired Fund, as the case may be, determined using the same valuation procedures referred to in paragraph 2.1, by the net asset value of an Acquiring Fund Share, determined in accordance with paragraph 2.2. 2.4. All computations of value shall be made by State Street Bank and Trust Company, in its capacity as sub-administrator for the Acquired Fund and the Acquiring Fund and shall be subject to confirmation by each Fund*s administrator and independent accountants. 3.

TRANSFER OF ASSETS OF THE. ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1. Subject to requisite approvals and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, OGMFAcquired Fund Trust, on behalf of the Acquired Fund, agrees to sell, assign, convey, transfer and deliver all of its property and assets, as set forth in paragraph 1.2, to the Acquiring Fund, and JPMorganAcquiring Fund Trust, on behalf of the Acquiring Fund, agrees in exchange therefor: (a) to deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares corresponding to each class of the Acquired Fund Shares as of the time and date set forth in paragraph 3.1, determined by dividing the value of the Acquired Funds net assets with respect to each class of the Acquired Fund (computed in the manner and as of the time and date set forth in paragraph 2.1) by the net asset value of one share of the corresponding class of Acquiring Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.2); and (b) to assume all liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (Closing Date). For purposes of this Agreement, the Class A shares of the Acquired Fund correspond to the Class A shares of the Acquiring Fund, the Class B shares of the Acquired Fund correspond to the Class B shares of the Acquiring Fund, the Class C shares of the Acquired Fund correspond to the Class C shares of the Acquiring Fund, the Class I shares (to be renamed Select Class shares) shares of the Acquired Fund correspond to the Select Class shares of the Acquiring Fund, and the term Acquiring Fund Shares should be read to include each such class of shares of the Acquiring Fund. 1.2. The property and assets of OGMF Acquired Fund Trust attributable to the Acquired Fund and to be sold, assigned, conveyed, transferred and delivered to and acquired by JPMorganAcquiring Fund Trust, on behalf of the Acquiring Fund, shall consist of all assets and property, including, without limitation, all rights, cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Valuation Date as defined in paragraph 2.1 (collectively, Assets). The Acquired Fund will sell, assign, convey, transfer and deliver to the Acquiring Fund any rights, stock dividends, or other securities received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued, in which case any such distribution that remains unpaid as of the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund. 1.3. The Acquired Fund will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Valuation Date. JPMorganAcquiring Fund Trust, on behalf of the Acquiring Fund, shall assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date (collectively, Liabilities). On or as soon as practicable prior to the Closing Date, the Acquired Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4. Immediately following the actions contemplated by paragraph 1.1, OGMF Acquired Fund Trust shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, OGMFAcquired Fund Trust, on behalf of the Acquired Fund, shall (a) distribute to its shareholders of record with respect to each class of Acquired Fund Shares as of the Closing Date, as defined in paragraph 3.1 (Acquired Fund Shareholders), on a pro rata basis within that class, the Acquiring Fund Shares of the corresponding class received by OGMFAcquired Fund Trust, on behalf of the Acquired Fund, pursuant to paragraph 1.1 and (b) completely liquidate. Such liquidation shall be accomplished, with respect to each class of Acquired Fund Shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of each class of Acquiring Fund Shares to be so credited to the corresponding class of Acquired Fund Shareholders shall, with respect to each class, be equal to the aggregate net asset value of the Acquired Fund Shares of the corresponding class owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding Acquired Fund Shares will be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing any class of Acquiring Fund Shares in connection with such exchange. 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Funds transfer agent. 1.6. Any reporting responsibility of the Acquired Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (Commission), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund. 2.

TRANSFER OF ASSETS OF THE. ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1. Subject to requisite approvals and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, OGMFAcquired Fund Company, on behalf of the Acquired Fund, agrees to sell, assign, convey, transfer and deliver all of its property and assets, as set forth in paragraph 1.2, to the Acquiring Fund, and JPMorganOGMF, on behalf of the Acquiring Fund, agrees in exchange therefor: (a) to deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares corresponding to each class of the Acquired Fund Shares as of the time and date set forth in paragraph 3.1, determined by dividing the value of the Acquired Funds net assets with respect to each class of the Acquired Fund (computed in the manner and as of the time and date set forth in paragraph 2.1) by the net asset value of one share of the corresponding class of Acquiring Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.2); and (b) to assume all liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (Closing Date). For purposes of this Agreement, the Agency Class A shares of the Acquired Fund correspond to the Agency Class shares of the Acquiring Fund, the Institutional Class shares of the Acquired Fund correspond to the Institutional Class shares of the Acquiring Fund, the Xxxxxx Class shares of the Acquired Fund correspond to the Xxxxxx Class shares of the Acquiring Fund, the Premier Class shares of the Acquired Fund correspond to the Premier Class shares of the Acquiring Fund, the Reserve Class shares of the Acquired Fund correspond to the Class A shares of the Acquiring Fund, the Class B shares of the Acquired Fund correspond to the Class B shares of the Acquiring Fund, the Class C shares of the Acquired Fund correspond to the Class C shares of the Acquiring Fund, the Class I shares (to be renamed Select Reserve Class shares) of the Acquired Fund correspond to the Select Class shares of the Acquiring Fund, and the term Acquiring Fund Shares should be read to include each such class of shares of the Acquiring Fund. 1.2. The property and assets of OGMF Acquired Fund Company attributable to the Acquired Fund and to be sold, assigned, conveyed, transferred and delivered to and acquired by JPMorganOGMF, on behalf of the Acquiring Fund, shall consist of all assets and property, including, without limitation, all rights, cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Valuation Date as defined in paragraph 2.1 (collectively, Assets). The Acquired Fund will sell, assign, convey, transfer and deliver to the Acquiring Fund any rights, stock dividends, or other securities received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued, in which case any such distribution that remains unpaid as of the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund. 1.3. The Acquired Fund will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Valuation Date. JPMorganOGMF, on behalf of the Acquiring Fund, shall assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date (collectively, Liabilities). On or as soon as practicable prior to the Closing Date, the Acquired Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4. Immediately following the actions contemplated by paragraph 1.1, OGMF Acquired Fund Company shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, OGMFAcquired Fund Company, on behalf of the Acquired Fund, shall (a) distribute to its shareholders of record with respect to each class of Acquired Fund Shares as of the Closing Date, as defined in paragraph 3.1 (Acquired Fund Shareholders), on a pro rata basis within that class, the Acquiring Fund Shares of the corresponding class received by OGMFAcquired Fund Company, on behalf of the Acquired Fund, pursuant to paragraph 1.1 and (b) completely liquidate. Such liquidation shall be accomplished, with respect to each class of Acquired Fund Shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of each class of Acquiring Fund Shares to be so credited to the corresponding class of Acquired Fund Shareholders shall, with respect to each class, be equal to the aggregate net asset value of the Acquired Fund Shares of the corresponding class owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding Acquired Fund Shares will be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing any class of Acquiring Fund Shares in connection with such exchange. 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Funds transfer agent. 1.6. Any reporting responsibility of the Acquired Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (Commission), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund. 2.,

TRANSFER OF ASSETS OF THE. ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1. Subject to the requisite approvals approval of the Acquired Fund shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, OGMF, on behalf of the Acquired Fund, Fund agrees to sell, assign, convey, transfer and deliver all of its the property and assetsassets of the Acquired Fund, as set forth in paragraph 1.2, to the Acquiring Fund, and JPMorgan, on behalf of the Acquiring Fund, Fund agrees in exchange therefor: (ai) to deliver to the Acquired Fund the number of full and fractional Class A, Class B, Class C, Class K and Class Y Acquiring Fund Shares corresponding to each class of the Acquired Fund Shares as of the time and date set forth in paragraph 3.1, determined by dividing the value of the Acquired Funds Fund's net assets with respect to each corresponding class of the Acquired Fund (Shares, computed in the manner and as of the time and date set forth in paragraph 2.1) , by the net asset value of one share Acquiring Fund Share of the corresponding class of Acquiring Fund Shares (class, computed in the manner and as of the time and date set forth in paragraph 2.2); and (bii) to assume all liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 ("Closing Date"). For purposes of this Agreement, the Class A shares of the Acquired Fund correspond to the Class A shares of the Acquiring Fund, the Class B shares of the Acquired Fund correspond to the Class B shares of the Acquiring Fund, the Class C shares of the Acquired Fund correspond to the Class C shares of the Acquiring Fund, the Class I shares (to be renamed Select Class shares) of the Acquired Fund correspond to the Select Class shares of the Acquiring Fund, and the term Acquiring Fund Shares should be read to include each such class of shares of the Acquiring Fund. 1.2. The property and assets of OGMF the Trust attributable to the Acquired Fund and to be sold, assigned, conveyed, transferred and delivered to and acquired by JPMorgan, on behalf of the Acquiring Fund, Fund shall consist of all assets property and propertyassets, including, without limitation, all rights, cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Valuation Date as defined in paragraph 2.1 (collectively, "Assets"). The Acquired Fund will sell, assign, convey, transfer and deliver to the Acquiring Fund any rights, stock dividends, or other securities received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued, in which case any such distribution that remains unpaid as of the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund. 1.3. The Acquired Fund will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Valuation Date. JPMorgan, on behalf of the The Acquiring Fund, Fund shall assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date (collectively, "Liabilities"). On or as soon as practicable prior to the Closing Date, the Acquired Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gaingain (after reduction for any available capital loss carryover), if any, for the current taxable year through the Closing Date. 1.4. Immediately following the actions contemplated by paragraph 1.1, OGMF the Trust shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, OGMFthe Trust, on behalf of the Acquired Fund, shall (a) distribute to its the Acquired Fund's shareholders of record with respect to each class of Acquired Fund Shares its shares as of the Closing Date, as defined in paragraph 3.1 ("Acquired Fund Shareholders"), on a pro rata basis within that class, the Acquiring Fund Shares of the corresponding class received by OGMF, on behalf of the Acquired Fund, Fund pursuant to paragraph 1.1 and (b) completely liquidate. Such distribution and liquidation shall will be accomplished, with respect to each class of the Acquired Fund SharesFund's shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of each class of Class A, Class B, Class C, Class K and Class Y Acquiring Fund Shares to be so credited to the corresponding class of Class A, Class B, Class C, Class K and Class Y Acquired Fund Shareholders Shareholders, respectively, shall, with respect to each class, be equal to the aggregate net asset value of the Acquired Fund Shares of the corresponding class owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding Acquired Fund Shares will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing any class of the Class A, Class B, Class C, Class K and Class Y Acquiring Fund Shares in connection with such exchangethe Reorganization. 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Funds transfer agentFund's Transfer Agent, as defined in paragraph 3.3. 1.6. Any reporting responsibility of the Acquired Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission ("Commission"), any state securities commission, and any federalFederal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund. 2. VALUATION 2.1. The value of the Assets shall be the value of such Assets as of the close of business of the New York Stock Exchange and after the declaration of any dividends on the Closing Date (such time and date being hereinafter called the "Valuation Date"), computed using the valuation procedures set forth in the then-current prospectus and statement of additional information with respect to the Acquired Fund and valuation procedures established by the Trust's Board of Trustees. 2.2. The net asset value of each Class A, Class B, Class C, Class K and Class Y Acquiring Fund Share shall be the net asset value per share computed with respect to that class as of the Valuation Date, using the valuation procedures set forth in the Acquiring Fund's then-current prospectus and statement of additional information, and valuation procedures established by the Trust's Board of Trustees. 2.3. The number of the Class A, Class B, Class C, Class K and Class Y Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for the Acquired Fund's Assets shall be determined with respect to each such class by dividing the value of the net assets with respect to the Class A, Class B, Class C, Class K and Class Y Acquired Fund Shares, as the case may be, determined using the same valuation procedures referred to in paragraph 2.1, by the net asset value of a corresponding Acquiring Fund Share, determined in accordance with paragraph 2.2. 2.4. All computations of value shall be made by State Street Bank and Trust Company, in its capacity as sub-administrator for the Trust, and shall be subject to confirmation by the Trust's administrator. 3.

TRANSFER OF ASSETS OF THE. ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1. Subject to requisite approvals and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, OGMFAcquired Fund Company, on behalf of the Acquired Fund, agrees to sell, assign, convey, transfer and deliver all of its property and assets, as set forth in paragraph 1.2, to the Acquiring Fund, and JPMorganOGMF, on behalf of the Acquiring Fund, agrees in exchange therefor: (a) to deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares corresponding to each class of the Acquired Fund Shares as of the time and date set forth in paragraph 3.1, determined by dividing the value of the Acquired Funds net assets with respect to each class of the Acquired Fund (computed in the manner and as of the time and date set forth in paragraph 2.1) by the net asset value of one share of the corresponding class of Acquiring Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.2); and (b) to assume all liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (Closing Date). For purposes of this Agreement, the Class A shares of the Acquired Fund correspond to the Class A shares of the Acquiring Fund, the Class B shares of the Acquired Fund correspond to the Class B shares of the Acquiring Fund, the Select Class C shares of the Acquired Fund correspond to the Class C shares of the Acquiring Fund, the Class I shares (to be renamed Select Class shares) of the Acquired Fund correspond to the Select Class shares of the Acquiring Fund, and the term Acquiring Fund Shares should be read to include each such class of shares of the Acquiring Fund. 1.2. The property and assets of OGMF Acquired Fund Company attributable to the Acquired Fund and to be sold, assigned, conveyed, transferred t ransferred and delivered to and acquired by JPMorganOGMF, on behalf of the Acquiring Fund, shall consist of all assets and property, including, without limitation, all rights, cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Valuation Date as defined in paragraph 2.1 (collectively, Assets). The Acquired Fund will sell, assign, convey, transfer and deliver to the Acquiring Fund any rights, stock dividends, or other securities received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued, in which case any such distribution that remains unpaid as of the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund. 1.3. The Acquired Fund will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Valuation Date. JPMorganOGMF, on behalf of the Acquiring Fund, shall assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date (collectively, Liabilities). On or as soon as practicable prior to the Closing Date, the Acquired Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4. Immediately following the actions contemplated by paragraph 1.1, OGMF Acquired Fund Company shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, OGMFAcquired Fund Company, on behalf of the Acquired Fund, shall (a) distribute to its shareholders of record with respect to each class of Acquired Fund Shares as of the Closing Date, as defined in paragraph 3.1 (Acquired Fund Shareholders), on a pro rata basis within that class, the Acquiring Fund Shares of the corresponding class received by OGMFAcquired Fund Company, on behalf of the Acquired Fund, pursuant to paragraph 1.1 and (b) completely liquidate. Such liquidation shall be accomplished, with respect to each class of Acquired Fund Shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of each class of Acquiring Fund Shares to be so credited to the corresponding class of Acquired Fund Shareholders shall, with respect to each class, be equal to the aggregate net asset value of the Acquired Fund Shares of the corresponding class owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding Acquired Fund Shares will be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing any class of Acquiring Fund Shares in connection with such exchange. 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Funds transfer agent. 1.6. Any reporting responsibility of the Acquired Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (Commission), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund. 2.

TRANSFER OF ASSETS OF THE. ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL THE LIABILITIES OF THE ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1. Subject to the requisite approvals and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, OGMF, on behalf of the Acquired Fund, Fund agrees to sell, assign, convey, transfer and deliver all of its property and respective assets, as set forth in paragraph 1.2, to the Acquiring Fund, and JPMorgan, on behalf of the Acquiring Fund, Fund agrees in exchange therefor: (ai) to deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares corresponding to each class of the Acquired Fund Shares as of the time and date set forth in paragraph 3.1, determined by dividing the value of the Acquired Funds net assets with respect to each class of the Acquired Fund (computed in the manner and as of the time and date set forth in paragraph 2.1) by the net asset value of one share of the corresponding class of Acquiring Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.2); 2.1 and (bii) to assume all the liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the date of at the closing provided for in paragraph 3.1 (Closing Datethe “Closing”). For purposes of this Agreement, the Class A shares 1.2. The assets of the Acquired Fund correspond to the Class A shares of be acquired by the Acquiring Fund, the Class B shares of the Acquired Fund correspond to the Class B shares of the Acquiring Fund, the Class C shares of the Acquired Fund correspond to the Class C shares of the Acquiring Fund, the Class I shares (to be renamed Select Class shares) of the Acquired Fund correspond to the Select Class shares of the Acquiring Fund, and the term Acquiring Fund Shares should be read to include each such class of shares of the Acquiring Fund. 1.2. The property and assets of OGMF attributable to the Acquired Fund and to be sold, assigned, conveyed, transferred and delivered to and acquired by JPMorgan, on behalf of the Acquiring Fund, shall consist of all assets and property, including, without limitation, all rights, cash, securities, commodities and futures interests interests, claims (whether absolute or contingent, known or unknown, accrued or unaccrued) and dividends or interests interest receivable that are owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Valuation Date as defined closing date provided for in paragraph 2.1 3.1 (the “Closing Date”) (collectively, “Assets”). The Acquired Fund will sell, assign, convey, transfer and deliver to the Acquiring Fund any rights, stock dividends, or other securities received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued, in which case any such distribution that remains unpaid as of the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund. 1.3. The Acquired Acquiring Fund will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Valuation Date. JPMorgan, on behalf of the Acquiring Fund, shall assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date (collectively, Liabilities). On or as soon as practicable prior The Acquired Fund shall deliver to the Acquiring Fund the Acquired Fund’s Statement of Assets and Liabilities as of the Closing DateDate pursuant to paragraph 8.2 hereof. 1.4. Immediately after the transfer of assets provided for in paragraph 1.1, the Acquired Fund will declare and pay will: (i) distribute to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4. Immediately following the actions contemplated by paragraph 1.1, OGMF shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, OGMF, on behalf of the Acquired Fund, shall (a) distribute to its ’s shareholders of record with respect to each class the classes of Acquired Fund Shares shares listed in Schedule A, determined as of immediately after the close of business on the Closing Date, as defined in paragraph 3.1 (Acquired Fund Shareholders), on a pro rata basis within that each class, the Acquiring Fund Shares of the corresponding class received by OGMF, on behalf of the Acquired Fund, Fund pursuant to paragraph 1.1 (as listed in Schedule A) and (bii) completely liquidate. Such distribution and liquidation shall will be accomplished, with respect to each class of the Acquired Fund SharesFund’s shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the shareholders of record of each class of the Acquired Fund’s shares, determined as of immediately after the close of business on the Closing Date (the “Acquired Fund Shareholders”). The aggregate net asset value of each class such classes of Acquiring Fund Shares to be so credited to the corresponding class of such Acquired Fund Shareholders shall, with respect to each class, be equal to the aggregate net asset value of the Acquired Fund Shares shares of the corresponding that class owned by Acquired Fund Shareholders such shareholders on the Closing Date. All issued and outstanding classes of Acquired Fund Shares shares as listed in Schedule A will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing any class of such Acquiring Fund Shares in connection with such exchange. 1.5. Ownership of Acquiring Fund Shares of the Acquiring Fund will be shown on its books. Acquiring Fund Shares will be issued in the books of manner described in the Acquiring Funds transfer agentFund’s current prospectus. 1.6. Any reporting responsibility of the Acquired Fund, Fund including, but not limited to, the responsibility for filing of regulatory reports, tax returns, or other documents with the U.S. Securities and Exchange Commission (the “Commission”), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund. 1.7. As soon as reasonably practicable after the Closing Date, the Acquired Fund shall make all filings and take all steps as shall be necessary and proper to effect its complete dissolution. 2.

TRANSFER OF ASSETS OF THE. ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1. Subject to the requisite approvals approval by Acquired Fund Shareholders (as defined in paragraph 3.1 below) and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, OGMF, on behalf of the Acquired Fund, Fund agrees to sell, assign, convey, transfer and deliver all of its the property and assetsassets of the Acquired Fund, as set forth in paragraph 1.2, to the Acquiring Fund, and JPMorgan, on behalf of the Acquiring Fund, Fund agrees in exchange therefortherefore: (a) to deliver to the Acquired Fund the number of full and fractional Class A, A, C, A, and Y Acquiring Fund Shares corresponding to each class of the Acquired Fund Shares as of the time and date set forth in paragraph 3.1, determined by dividing the value of the Acquired Funds Fund's net assets with respect to each corresponding class of the Acquired Fund (Shares, computed in the manner and as of the time and date set forth in paragraph 2.1) , by the net asset value of one share Acquiring Fund Share of the corresponding class of Acquiring Fund Shares (class, computed in the manner and as of the time and date set forth in paragraph 2.2); and (b) to assume all liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 ("Closing Date"). For purposes of this Agreement, the and this paragraph 1.1 in particular, each of Class A B shares and Class K shares of the Acquired Fund shall be deemed to correspond to the Class A shares of the Acquiring Fund, the Class B shares of the Acquired Fund correspond to the Class B shares of the Acquiring Fund, the Class C shares of the Acquired Fund correspond to the Class C shares of the Acquiring Fund, the Class I shares (to be renamed Select Class shares) of the Acquired Fund correspond to the Select Class shares of the Acquiring Fund, and the term Acquiring Fund Shares should be read to include each such class of shares of the Acquiring Fund. 1.2. The property and assets of OGMF MST attributable to the Acquired Fund and to be sold, assigned, conveyed, conveyed transferred and delivered to and acquired by JPMorgan, on behalf of the Acquiring Fund, Fund shall consist of all assets property and propertyassets, including, without limitation, all rights, cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Valuation Date as defined in paragraph 2.1 (collectively, "Assets"). The Acquired Fund will sell, assign, convey, transfer and deliver to the Acquiring Fund any rights, stock dividends, or other securities securities, if any, received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets Assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets Assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued, in which case any such stock dividends or other distribution that remains remain unpaid and/or have not been received by the Acquired Fund as of the Closing Date shall be included in the determination of the value of the assets Assets of the Acquired Fund acquired by the Acquiring Fund. 1.3. The Acquired Fund will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Valuation Date. JPMorgan, on behalf of the The Acquiring Fund, Fund shall assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date (collectively, "Liabilities"). On or as soon as practicable prior to the Closing Date, the Acquired Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gaingain (after reduction for any available capital loss carryover), if any, for the current taxable year through the Closing Date. 1.4. Immediately following the actions contemplated by paragraph 1.1, OGMF MST shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, OGMFMST, on behalf of the Acquired Fund, shall (a) distribute to its the Acquired Fund's shareholders of record with respect to each class of Acquired Fund Shares its shares as of the Closing Date, as defined in paragraph 3.1 ("Acquired Fund Shareholders"), on a pro rata basis within that class, the Acquiring Fund Shares of the corresponding class received by OGMF, on behalf of the Acquired Fund, Fund pursuant to paragraph 1.1 1.1, and (b) completely liquidateliquidate the Acquired Fund. Such distribution and liquidation shall will be accomplished, with respect to each class of the Acquired Fund SharesFund's shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of each class of Class A, A, C, A, and Y Acquiring Fund Shares to be so credited to the corresponding class of Class A, B, C, K, and Y Acquired Fund Shareholders Shareholders, respectively, shall, with respect to each class, be equal to the aggregate net asset value of the Acquired Fund Shares of the corresponding class owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding Acquired Fund Shares will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund shall will not issue certificates representing any class of the Class A, C, and Y Acquiring Fund Shares in connection with such exchangethe Reorganization. 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Funds transfer agentFund's Transfer Agent, as defined in paragraph 3.3 hereof. 1.6. Any reporting responsibility of the Acquired Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission ("Commission"), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund. 2. VALUATION 2.1. The value of the Assets shall be the value of such Assets as of the close of business of the New York Stock Exchange and after the declaration of any dividends on the Closing Date (such time and date being also referred to herein as the "Valuation Date"), computed using the valuation procedures set forth in the Acquired Fund's then-current prospectus and statement of additional information, each as may be supplemented, and valuation procedures established by MST's Board of Trustees. 2.2. The net asset value of each Class A, C, and Y Acquiring Fund Share shall be the net asset value per share computed with respect to that class as of the Valuation Date, computed using the valuation procedures set forth in the Acquiring Fund's then-current prospectus and statement of additional information, each as may be supplemented, and valuation procedures established by MST's Board of Trustees. 2.3. The number of the Class A, C, and Y Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for the Acquired Fund's Assets shall be determined with respect to each such class by dividing the value of the net assets with respect to the corresponding Class A, B, C, K, and Y Acquired Fund Shares, as the case may be, determined using the same valuation procedures referred to in paragraph 2.1, by the net asset value of a corresponding Acquiring Fund Share, determined using the same valuation procedures referred to in paragraph 2.2. 2.4. All computations of value shall be made by State Street Bank and Trust Company, in its capacity as sub-administrator for MST, and shall be subject to confirmation by Munder Capital Management ("MCM"), MST's administrator. 3.

TRANSFER OF ASSETS OF THE. ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1. Subject to the requisite approvals approval of the Acquired Fund shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, OGMF, on behalf the Acquired Fund agrees to transfer all of the Acquired Fund, agrees to sell, assign, convey, transfer and deliver all of its property and Fund*s assets, as set forth in paragraph 1.2, to the Acquiring Fund, and JPMorgan, on behalf of the Acquiring Fund, Fund agrees in exchange therefor: (ai) to deliver to the Acquired Fund the number of full and fractional Class A, Class B, Class C, Class K and Class Y Acquiring Fund Shares corresponding to each class of the Acquired Fund Shares as of the time and date set forth in paragraph 3.1Shares, determined by dividing the value of the Acquired Funds Fund*s net assets with respect to each corresponding class of the Acquired Fund (Class A, Class B, Class II, Class K and Class Y, respectively), computed in the manner and as of the time and date set forth in paragraph 2.1) , by the net asset value of one share Acquiring Fund Share of the corresponding class of Acquiring Fund Shares (class, computed in the manner and as of the time and date set forth in paragraph 2.2); and (bii) to assume all liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (Closing Date). For purposes of this Agreement, the Class A shares 1.2. The assets of the Acquired Fund correspond to the Class A shares of be acquired by the Acquiring Fund, the Class B shares of the Acquired Fund correspond to the Class B shares of the Acquiring Fund, the Class C shares of the Acquired Fund correspond to the Class C shares of the Acquiring Fund, the Class I shares (to be renamed Select Class shares) of the Acquired Fund correspond to the Select Class shares of the Acquiring Fund, and the term Acquiring Fund Shares should be read to include each such class of shares of the Acquiring Fund. 1.2. The property and assets of OGMF attributable to the Acquired Fund and to be sold, assigned, conveyed, transferred and delivered to and acquired by JPMorgan, on behalf of the Acquiring Fund, shall consist of all assets and property, including, without limitation, all rights, cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Valuation Date as defined in paragraph 2.1 (collectively, Assets). The Acquired Fund will sell, assign, convey, transfer and deliver to the Acquiring Fund any rights, stock dividends, or other securities received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued, in which case any such distribution that remains unpaid as of the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund. 1.3. The Acquired Fund will make reasonable efforts endeavor to discharge all of its known liabilities and obligations prior to the Valuation Date. JPMorgan, on behalf of the The Acquiring Fund, Fund shall assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, Liabilities). On or as soon as practicable prior to the Closing Date, the Acquired Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4. Immediately following after the actions contemplated by transfer of assets provided for in paragraph 1.1, OGMF shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, OGMF, on behalf of the Acquired Fund, shall Fund will (a) distribute to its the Acquired Fund*s shareholders of record with respect to each class of Acquired Fund Shares its shares as of the Closing Date, as defined in paragraph 3.1 (Acquired Fund Shareholders), on a pro rata basis within that class, the Acquiring Fund Shares of the corresponding class received by OGMF, on behalf of the Acquired Fund, Fund pursuant to paragraph 1.1 and (b) completely liquidate. Such distribution and liquidation shall will be accomplished, with respect to each class of the Acquired Fund SharesFund*s shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of each class of Class A, Class B, Class C, Class K and Class Y Acquiring Fund Shares to be so credited to the corresponding class of Class A, Class B, Class II, Class K and Class Y Acquired Fund Shareholders Shareholders, respectively, shall, with respect to each class, be equal to the aggregate net asset value of the shares of common stock ($0.01 par value per share) of the Acquired Fund Shares (Acquired Fund Shares) of the corresponding class owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding Acquired Fund Shares will simultaneously be canceled on the books of the Acquired Fund, although shares certificates representing interests in Class A, Class B, Class II, Class K and Class Y Acquired Fund Shares will represent a number of the corresponding class of Acquiring Fund Shares after the Closing Date, as determined in accordance with Section 2.3. The Acquiring Fund shall not issue certificates representing any class of the Class A, Class B, Class C, Class K and Class Y Acquiring Fund Shares in connection with such exchange. 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Funds transfer agentFund*s Transfer Agent, as defined in paragraph 3.3. 1.6. Any reporting responsibility of the Acquired Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (Commission), any state securities commission, and any federalFederal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund. 2. VALUATION 2.1. The value of the Assets shall be the value of such Assets as of the close of business of the New York Stock Exchange and after the declaration of any dividends on the Closing Date (such time and date being hereinafter called the Valuation Date), computed using the valuation procedures set forth in the then-current prospectus and statement of additional information with respect to the Acquired Fund and valuation procedures established by the Company*s Board of Directors. 2.2. The net asset value of a Class A, Class B, Class C, Class K and Class Y Acquiring Fund Share shall be the net asset value per share computed with respect to that class as of the Valuation Date, using the valuation procedures set forth in the Acquiring Fund*s then-current prospectus and statement of additional information, and valuation procedures established by the Company*s Board of Directors. 2.3. The number of the Class A, Class B, Class C, Class K and Class Y Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for the Acquired Fund*s Assets shall be determined with respect to each such class by dividing the value of the net assets with respect to the Class A, Class B, Class II, Class K and Class Y of the Acquired Fund, as the case may be, determined using the same valuation procedures referred to in paragraph 2.1, by the net asset value of an Acquiring Fund Share, determined in accordance with paragraph 2.2. 2.4. All computations of value shall be made by State Street Bank and Trust Company, in its capacity as sub-administrator for the Company, and shall be subject to confirmation by the Company*s administrator and independent accountants. 3.

TRANSFER OF ASSETS OF THE. ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1. Subject to the requisite approvals approval by Acquired Fund Shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, OGMF, on behalf of the Acquired Fund, Fund agrees to sell, assign, convey, transfer and deliver all of its the property and assetsassets of the Acquired Fund, as set forth in paragraph 1.2, to the Acquiring Fund, and JPMorgan, on behalf of the Acquiring Fund, Fund agrees in exchange therefortherefore: (a) to deliver to the Acquired Fund the number of full and fractional Class A, B, C and Y Acquiring Fund Shares corresponding to each class of the Acquired Fund Shares as of the time and date set forth in paragraph 3.1, determined by dividing the value of the Acquired Funds net assets with respect to each corresponding class of the Acquired Fund (Shares, computed in the manner and as of the time and date set forth in paragraph 2.1) , by the net asset value of one share Acquiring Fund Share of the corresponding class of Acquiring Fund Shares (class, computed in the manner and as of the time and date set forth in paragraph 2.2); and (b) to assume all liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (Closing Date). For purposes of this Agreement, the Class A shares of the Acquired Fund correspond to the Class A shares of the Acquiring Fund, the Class B shares of the Acquired Fund correspond to the Class B shares of the Acquiring Fund, the Class C shares of the Acquired Fund correspond to the Class C shares of the Acquiring Fund, the Class I shares (to be renamed Select Class shares) of the Acquired Fund correspond to the Select Class shares of the Acquiring Fund, and the term Acquiring Fund Shares should be read to include each such class of shares of the Acquiring Fund. 1.2. The property and assets of OGMF MST attributable to the Acquired Fund and to be sold, assigned, conveyed, conveyed transferred and delivered to and acquired by JPMorgan, on behalf of the Acquiring Fund, Fund shall consist of all assets property and propertyassets, including, without limitation, all rights, cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Valuation Date as defined in paragraph 2.1 (collectively, Assets). The Acquired Fund will sell, assign, convey, transfer and deliver to the Acquiring Fund any rights, stock dividends, or other securities securities, if any, received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets Assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets Assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued, in which case any such stock dividends or other distribution that remains remain unpaid and/or have not been received by the Acquired Fund as of the Closing Date shall be included in the determination of the value of the assets Assets of the Acquired Fund acquired by the Acquiring Fund. 1.3. The Acquired Fund will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Valuation Date. JPMorgan, on behalf of the The Acquiring Fund, Fund shall assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date (collectively, Liabilities). On or as soon as practicable prior to the Closing Date, the Acquired Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gaingain (after reduction for any available capital loss carryover), if any, for the current taxable year through the Closing Date. 1.4. Immediately following the actions contemplated by paragraph 1.1, OGMF MST shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, OGMFMST, on behalf of the Acquired Fund, shall (a) distribute to its the Acquired Funds shareholders of record with respect to each class of Acquired Fund Shares its shares as of the Closing Date, as defined in paragraph 3.1 (Acquired Fund Shareholders), on a pro rata basis within that class, the Acquiring Fund Shares of the corresponding class received by OGMF, on behalf of the Acquired Fund, Fund pursuant to paragraph 1.1 1.1, and (b) completely liquidate. Such distribution and liquidation shall will be accomplished, with respect to each class of the Acquired Fund SharesFunds shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of each class of Class A, B, C and Y Acquiring Fund Shares to be so credited to the corresponding class of Class A, B, C and Y Acquired Fund Shareholders Shareholders, respectively, shall, with respect to each class, be equal to the aggregate net asset value of the Acquired Fund Shares of the corresponding class owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding Acquired Fund Shares will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund shall will not issue certificates representing any class of the Class A, B, C and Y Acquiring Fund Shares in connection with such exchangethe Reorganization. 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Funds transfer agentTransfer Agent, as defined in paragraph 3.3 hereof. 1.6. Any reporting responsibility of the Acquired Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (Commission), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund. 2. VALUATION 2.1. The value of the Assets shall be the value of such Assets as of the close of business of the New York Stock Exchange and after the declaration of any dividends on the Closing Date (such time and date being also referred to herein as the Valuation Date), computed using the valuation procedures set forth in the Acquired Funds then-current prospectus and statement of additional information, each as may be supplemented, and valuation procedures established by MSTs Board of Trustees. 2.2. The net asset value of each Class A, B, C and Y Acquiring Fund Share shall be the net asset value per share computed with respect to that class as of the Valuation Date, computed using the valuation procedures set forth in the Acquiring Funds then-current prospectus and statement of additional information, each as may be supplemented, and valuation procedures established by MSTs Board of Trustees. 2.3. The number of the Class A, B, C and Y Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for the Acquired Funds Assets shall be determined with respect to each such class by dividing the value of the net assets with respect to the A, B, C and Y Acquired Fund Shares, as the case may be, determined using the same valuation procedures referred to in paragraph 2.1, by the net asset value of a corresponding Acquiring Fund Share, determined using the same valuation procedures referred to in paragraph 2.2. 2.4. All computations of value shall be made by State Street Bank and Trust Company, in its capacity as sub-administrator for MST, and shall be subject to confirmation by Munder Capital Management (MCM), MSTs administrator. 3.

TRANSFER OF ASSETS OF THE. ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1. Subject to the requisite approvals approval of the Acquired Fund shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, OGMF, on behalf the Acquired Fund agrees to transfer all of the Acquired Fund, agrees to sell, assign, convey, transfer and deliver all of its property and Fund*s assets, as set forth in paragraph 1.2, to the Acquiring Fund, and JPMorgan, on behalf of the Acquiring Fund, Fund agrees in exchange therefor: (ai) to deliver to the Acquired Fund the number of full and fractional Class A, Class B, Class C and Class Y Acquiring Fund Shares corresponding to each class of the Acquired Fund Shares as of the time and date set forth in paragraph 3.1Shares, determined by dividing the value of the Acquired Funds Fund*s net assets with respect to each corresponding class of the Acquired Fund (Class A, Class B, Class C and Class Y, respectively), computed in the manner and as of the time and date set forth in paragraph 2.1) , by the net asset value of one share Acquiring Fund Share of the corresponding class of Acquiring Fund Shares (class, computed in the manner and as of the time and date set forth in paragraph 2.2); and (bii) to assume all liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (Closing Date). For purposes of this Agreement, the Class A shares 1.2. The assets of the Acquired Fund correspond to the Class A shares of be acquired by the Acquiring Fund, the Class B shares of the Acquired Fund correspond to the Class B shares of the Acquiring Fund, the Class C shares of the Acquired Fund correspond to the Class C shares of the Acquiring Fund, the Class I shares (to be renamed Select Class shares) of the Acquired Fund correspond to the Select Class shares of the Acquiring Fund, and the term Acquiring Fund Shares should be read to include each such class of shares of the Acquiring Fund. 1.2. The property and assets of OGMF attributable to the Acquired Fund and to be sold, assigned, conveyed, transferred and delivered to and acquired by JPMorgan, on behalf of the Acquiring Fund, shall consist of all assets and property, including, without limitation, all rights, cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Valuation Closing Date as defined in paragraph 2.1 (collectively, Assets). The Acquired Fund will sell, assign, convey, transfer and deliver to the Acquiring Fund any rights, stock dividends, or other securities received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued, in which case any such distribution that remains unpaid as of the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund. 1.3. The Acquired Fund will make reasonable efforts endeavor to discharge all of its known liabilities and obligations prior to the Valuation Closing Date. JPMorgan, on behalf of the The Acquiring Fund, Fund shall also assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, Liabilities). On or as soon as practicable prior to the Closing Date, the Acquired Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4. Immediately following after the actions contemplated by transfer of assets provided for in paragraph 1.1, OGMF shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, OGMF, on behalf of Fund will distribute to the Acquired Fund, shall (a) distribute to its Fund*s shareholders of record with respect to each class of Acquired Fund Shares its shares, determined as of immediately after the close of business on the Closing Date, as defined in paragraph 3.1 Date (Acquired Fund Shareholders), on a pro rata basis within that class, the Acquiring Fund Shares of the corresponding class received by OGMF, on behalf of the Acquired Fund, Fund pursuant to paragraph 1.1 1.1, and (b) will completely liquidate. Such distribution and liquidation shall will be accomplished, with respect to each class of the Acquired Fund SharesFund*s shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of each class of Class A, Class B, Class C and Class Y Acquiring Fund Shares to be so credited to the corresponding class of Class A, Class B, Class C and Class Y Acquired Fund Shareholders Shareholders, respectively, shall, with respect to each class, be equal to the aggregate net asset value of the shares of common stock ($0.01 par value per share) of the Acquired Fund Shares (Acquired Fund Shares) of the corresponding class owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding shares of the Acquired Fund Shares will simultaneously be canceled on the books of the Acquired Fund, although shares certificates representing interests in Class A, Class B, Class C and Class Y shares of the Acquired Fund will represent a number of the corresponding class of Acquiring Fund Shares after the Closing Date, as determined in accordance with Section 2.3. The Acquiring Fund shall not issue certificates representing any class of the Class A, Class B, Class C and Class Y Acquiring Fund Shares in connection with such exchange. 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Funds transfer agentFund*s Transfer Agent, as defined in paragraph 3.3. 1.6. Any reporting responsibility of the Acquired Fund, Fund including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (Commission), any state securities commission, and any federalFederal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund. 2. VALUATION 2.1. The value of the Assets shall be the value of such Assets computed as of immediately after the close of business of the New York Stock Exchange and after the declaration of any dividends on the Closing Date (such time and date being hereinafter called the Valuation Date), using the valuation procedures set forth in then- current prospectus and statement of additional information with respect to the Acquired Fund, and valuation procedures established by the Acquired Fund*s Board of Trustees. 2.2. The net asset value of a Class A, Class B, Class C and Class Y Acquiring Fund Share shall be the net asset value per share computed with respect to that class as of the Valuation Date, using the valuation procedures set forth in the Acquiring Fund*s then-current prospectus and statement of additional information, and valuation procedures established by the Acquiring Fund*s Board of Directors. 2.3. The number of the Class A, Class B, Class C and Class Y Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for the Acquired Fund*s Assets shall be determined with respect to each such class by dividing the value of the net assets with respect to the Class A, Class B, Class C and Class Y of the Acquired Fund, as the case may be, determined using the same valuation procedures referred to in paragraph 2.1, by the net asset value of an Acquiring Fund Share, determined in accordance with paragraph 2.2. 2.4. All computations of value shall be made by State Street Bank and Trust Company, in its capacity as administrator for the Acquired Fund and the Acquiring Fund and shall be subject to confirmation by each Fund*s record keeping agent and by each Fund*s independent accountants. 3.