AGREEMENT AND PLAN OF REORGANIZATION

EXHIBIT (4)

AGREEMENT AND PLAN OF REORGANIZATION

     THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made as of this 7th day of June, 2010, by and among Xxxxx Xxxxx Growth Trust (the “Trust”), a Massachusetts business trust, on behalf of its series Xxxxx Xxxxx Global Growth Fund (“Global Growth Fund”) and Xxxxx Xxxxx Multi-Cap Growth Fund (“Multi-Cap Growth Fund”) and Global Growth Portfolio, Global Growth Fund’s master portfolio and Multi-Cap Growth Portfolio, Multi-Cap Fund’s master portfolio.

WITNESSETH

     WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as an open-end management investment company authorized to issue an unlimited number of shares of beneficial interest without par value in one or more series (such as Global Growth Fund and Multi-Cap Growth Fund), and the Trustees of the Trust have divided the shares of Global Growth Fund into Class A, Class B and Class C shares (“Global Growth Fund Shares”) and Multi-Cap Growth Fund into Class A, Class B and Class C shares (“Multi-Cap Growth Fund Shares”);

     WHEREAS, the Trust desires to provide for the reorganization of Global Growth Fund through the acquisition by Multi-Cap Growth Fund of substantially all of the assets of Global Growth Fund in exchange for Multi-Cap Growth Fund Shares in the manner set forth herein;

     WHEREAS, Global Growth Fund currently invests all of its assets in Global Growth Portfolio, a Massachusetts trust registered under the 1940 Act as an open-end management investment company which is proposed to be dissolved upon consummation of the reorganization contemplated herein, and Multi-Cap Growth Fund currently invests all of its assets in Multi-Cap Growth Portfolio, a Massachusetts trust registered under the 1940 Act as an open-end management investment company;

     WHEREAS, it is intended that the reorganization described in this Agreement shall be a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”);

     NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows:

1.	Definitions
	1.1	The term “1933 Act” shall mean the Securities Act of 1933, as amended.
	1.2	The term “1934 Act” shall mean the Securities Exchange Act of 1934, as
		amended.
	1.3	The term “Agreement” shall mean this Agreement and Plan of Reorganization.
	1.4	The term “Assumed Liabilities” shall mean all liabilities, expenses, costs, charges
		and receivables of Global Growth Fund as of the Close of Trading on the New
		York Stock Exchange on the Valuation Date.
	1.5	The term “Business Day” shall mean any day that the New York Stock Exchange
		is open.
	1.6	The term “Close of Trading on the NYSE” shall mean the close of regular trading
		on the New York Stock Exchange, which is usually 4:00 p.m. Eastern time.

	1.7	The term “Closing” shall mean the closing of the transaction contemplated by this
		Agreement.
	1.8	The term “Closing Date” shall mean November 5, 2010, provided all necessary
		approvals have been received, or such other date as may be agreed by the
		parties on which the Closing is to take place.
	1.9	The term “Commission” shall mean the Securities and Exchange Commission.
	1.10	The term “Custodian” shall mean State Street Bank and Trust Company.
	1.11	The term “Delivery Date” shall mean the date contemplated by Section 3.3 of this
		Agreement.
	1.12	The term “Trust N-14” shall mean the Trust’s registration statement on Form N-
		14, including a Proxy Statement/Prospectus as may be amended, that describes
		the transactions contemplated by this Agreement and registers the Multi-Cap
		Growth Fund Shares to be issued in connection with this transaction.
	1.13	The term “Global Growth Fund N-1A” shall mean the registration
		statement, as amended, on Form N-1A of the Trust with respect to Global Growth
		Fund in effect on the date hereof or on the Closing Date, as the context may
		require.
	1.14	The term “NYSE” shall mean the New York Stock Exchange.
	1.15	The term “Portfolio N-1As” shall mean the registration statement, as amended,
		on Form N-1A of the Portfolios in effect on the date hereof or on the Closing
		Date, as the context may require.
	1.16	The term “Proxy Statement” shall mean the Proxy Statement/Prospectus
		furnished to the Global Growth Fund shareholders in connection with this
		transaction.
	1.17	The term “Securities List” shall mean the list of those securities and other assets
		owned by the Trust, on behalf of Global Growth Fund, on the Delivery Date.
	1.18	The term “Multi-Cap Growth Fund N-1A” shall mean the registration statement,
		as amended, on Form N-1A of the Trust with respect to Multi-Cap Growth Fund in
		effect on the date hereof or on the Closing Date, as the context may require.
	1.19	The term “Valuation Date” shall mean the day of the Closing Date.
2.	Transfer and Exchange of Assets
	2.1	Reorganization of Global Growth Fund. At the Closing, subject to the requisite
		approval of the Global Growth Fund’s shareholders and the terms and conditions
		set forth herein, the Trust shall transfer all of the assets of Global Growth Fund
		and assign all Assumed Liabilities to Multi-Cap Growth Fund, and Multi-Cap
		Growth Fund shall acquire such assets and shall assume such Assumed
		Liabilities upon delivery by Multi-Cap Growth Fund to Global Growth Fund on the
		Closing Date of Class A, Class B and Class C Multi-Cap Growth Fund Shares
		(including, if applicable, fractional shares) having an aggregate net asset value
		equal to the value of the assets so transferred, assigned and delivered, less the
		Assumed Liabilities, all determined and adjusted as provided in Section 2.2.

		Upon delivery of the assets, Multi-Cap Growth Fund will receive good and
		marketable title thereto free and clear of all liens.
	2.2	Computation of Net Asset Value. The net asset value per share of the Multi-Cap
		Growth Fund Shares and the net value of the assets of Global Growth Fund
		subject to this Agreement shall, in each case, be determined as of the Close of
		Trading on the NYSE on the Valuation Date, after the declaration and payment of
		any dividend on that date. The net asset value of the Multi-Cap Growth Fund
		Shares shall be computed in the manner set forth in the Multi-Cap Growth Fund
		Form N-1A. In determining the value of the securities transferred by Global
		Growth Fund to Multi-Cap Growth Fund, such assets shall be priced in
		accordance with the policies and procedures described in the Multi-Cap Growth
		Fund N-1A.
3.	Closing Date, Valuation Date and Delivery
	3.1	Closing Date. The Closing shall be at the offices of Xxxxx Xxxxx Management,
		Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, XX 00000 immediately prior to the opening of
		Xxxxx Vance’s business on the Closing Date. All acts taking place at Closing
		shall be deemed to take place simultaneously as of 9:00 a.m. Eastern time on the
		Closing Date unless otherwise agreed in writing by the parties.
	3.2	Valuation Date. Pursuant to Section 2.2, the net value of the assets of Global
		Growth Fund and the net asset value per share of Multi-Cap Growth Fund shall
		be determined as of the Close of Trading on the NYSE on the Valuation Date,
		after the declaration and payment of any dividend on that date. The stock
		transfer books of the Trust with respect to Global Growth Fund will be
		permanently closed, and sales of Global Growth Fund Shares shall be
		suspended, as of the close of business of the Trust on the Valuation Date.
		Redemption requests thereafter received by the Trust with respect to Global
		Growth Fund shall be deemed to be redemption requests for Multi-Cap Growth
		Fund Shares to be distributed to shareholders of Global Growth Fund under this
		Agreement provided that the transactions contemplated by this Agreement are
		consummated.
		In the event that trading on the NYSE or on another exchange or market on
		which securities held by the Global Growth Fund are traded shall be disrupted on
		the Valuation Date so that, in the judgment of the Trust, accurate appraisal of the
		net assets of Global Growth Fund to be transferred hereunder or the assets of
		Multi-Cap Growth Fund is impracticable, the Valuation Date shall be postponed
		until the first Business Day after the day on which trading on such exchange or in
		such market shall, in the judgment of the Trust, have been resumed without
		disruption. In such event, the Closing Date shall be postponed until one
		Business Day after the Valuation Date.
	3.3	Delivery of Assets. After the close of business on the Valuation Date, the Trust
		shall issue instructions providing for the delivery of all of its assets held on behalf
		of Global Growth Fund to the Custodian to be held for the account of Multi-Cap
		Growth Fund, effective as of the Closing. Multi-Cap Growth Fund may inspect
		such securities at the offices of the Custodian prior to the Valuation Date.
4.	Global Growth Fund Distributions and Termination
	4.1	As soon as reasonably practicable after the Closing Date, the Trust shall pay or
		make provisions for the payment of all of the debts and taxes of Global Growth
		Fund and distribute all remaining assets, if any, to shareholders of Global Growth

		Fund, and Global Growth Fund shall thereafter be terminated under
		Massachusetts law.
		At, or as soon as may be practicable following the Closing Date, the Trust on
		behalf of Global Growth Fund shall distribute the Class A, Class B and Class C
		Multi-Cap Growth Fund Shares it received from the Multi-Cap Growth Fund to the
		shareholders of the Global Growth Fund and shall instruct Multi-Cap Growth
		Fund as to the amount of the pro rata interest of each of Global Growth Fund’s
		shareholders as of the close of business on the Valuation Date (such
		shareholders to be certified as such by the transfer agent for the Trust), to be
		registered on the books of Multi-Cap Growth Fund, in full and fractional Multi-Cap
		Growth Fund Shares, in the name of each such shareholder, and Multi-Cap
		Growth Fund agrees promptly to transfer the Multi-Cap Growth Fund Shares then
		credited to the account of Global Growth Fund on the books of Multi-Cap Growth
		Fund to open accounts on the share records of Multi-Cap Growth Fund in the
		names of Global Growth Fund shareholders in accordance with said instruction.
		Each Global Growth Fund shareholder shall receive shares of the corresponding
		class of Multi-Cap Growth Fund to the class of Global Growth Fund held by such
		shareholder. All issued and outstanding Global Growth Fund Shares shall
		thereupon be canceled on the books of the Trust. Multi-Cap Growth Fund shall
		have no obligation to inquire as to the correctness of any such instruction, but
		shall, in each case, assume that such instruction is valid, proper and correct.
5.	Global Growth Fund Securities
	On the Delivery Date, Global Growth Portfolio on behalf of Global Growth Fund shall
	deliver the Securities List and tax records. Such records shall be made available to Multi-
	Cap Growth Fund prior to the Closing Date for inspection by the Treasurer (or his or her
	designee). Notwithstanding the foregoing, it is expressly understood that Global Growth
	Fund may hereafter until the close of business on the Valuation Date sell any securities
	owned by it in the ordinary course of its business as a series of an open-end,
	management investment company.
6.	Liabilities and Expenses
	Multi-Cap Growth Fund shall acquire all liabilities of Global Growth Fund, whether known
	or unknown, or contingent or determined. The Trust will discharge all known liabilities of
	Global Growth Fund, so far as may be possible, prior to the Closing Date. Global Growth
	Fund shall bear the expenses of carrying out this Agreement.
7.	Global Growth Portfolio and Multi-Cap Growth Portfolio Representations and Warranties
	Each Portfolio hereby represents, warrants and agrees as follows:
	7.1	Legal Existence. Global Growth Portfolio and Multi-Cap Growth Portfolio are
		trusts duly organized and validly existing under the laws of the State of
		Massachusetts.
	7.2	Registration under 1940 Act. Global Growth Portfolio and Multi-Cap Growth
		Portfolio are duly registered with the Commission as a closed-end investment
		company under the 1940 Act and such registration is in full force and effect.
	7.3	Financial Statements. The statement of assets and liabilities, schedule of
		portfolio investments and related statements of operations and changes in net
		assets of Global Growth Portfolio and Multi-Cap Growth Portfolio dated August

		31, 2009 and February 28, 2010 fairly present its financial condition as of said
		date in conformity with generally accepted accounting principles.
	7.4	No Material Events. There are no legal, administrative or other proceedings
		pending, or to its knowledge, threatened against Global Growth Portfolio and
		Multi-Cap Growth Portfolio that would materially affect its financial condition.
	7.5	Requisite Approvals. The execution and delivery of this Agreement and the
		consummation of the transactions contemplated herein have been authorized by
		the Portfolio’s Board of Trustees by vote taken at a meeting of such Board duly
		called and held on June 7, 2010.
	7.6	No Material Violations. Global Growth Portfolio and Multi-Cap Growth Portfolio
		are not, and the execution, delivery and performance of this Agreement will not
		result, in a material violation of any provision of its Declaration of Trust or By-
		Laws, as each may be amended, of Global Growth Portfolio and Multi-Cap
		Growth Portfolio or of any agreement, indenture, instrument, contract, lease or
		other undertaking to which it is a party or by which it is bound.
	7.7	Taxes and Related Filings. Except where failure to do so would not have a
		material adverse effect on Global Growth Portfolio and Multi-Cap Growth
		Portfolio, Global Growth Portfolio and Multi-Cap Growth Portfolio have filed and
		will file or obtain valid extensions of filing dates for all required federal, state and
		local tax returns and reports for all taxable years through and including its current
		taxable year and no such filings or reports are currently being audited or
		contested by the Internal Revenue Service or state or local taxing authority and
		all federal, state and local income, franchise, property, sales, employment or
		other taxes or penalties payable have been paid or will be paid, so far as due.
		Global Growth Portfolio and Multi-Cap Growth Portfolio are classified as
		partnerships for federal tax purposes, have qualified as such for each taxable
		year of its operations, and will qualify as such as of the Closing Date.
	7.8	Good and Marketable Title. On the Closing Date, Global Growth Portfolio and
		Multi-Cap Growth Portfolio are will have good and marketable title to its assets,
		free and clear of all liens, mortgages, pledges, encumbrances, charges, claims
		and equities whatsoever, except as provided in the Portfolio N-1As.
	7.9	Books and Records. Global Growth Portfolio and Multi-Cap Growth Portfolio has
		maintained all records required under Section 31 of the 1940 Act and rules
		thereunder.
8.	Trust Representations and Warranties
	Growth Trust, on behalf of the Funds, hereby represents, warrants and agrees as follows:
	8.1	Legal Existence. Growth Trust and Growth Trust are each a business trust duly
		organized and validly existing under the laws of the Commonwealth of
		Massachusetts. Global Growth Fund and Multi-Cap Growth Fund are validly
		existing series of Growth Trust. The Trust is authorized to issue an unlimited
		number of shares of beneficial interest of Multi-Cap Growth Fund.
	8.2	Registration under 1940 Act. The Trust is a duly registered as open-end
		management investment companies under the 1940 Act and such registration is
		in full force and effect.

	8.3	Financial Statements. The statement of assets and liabilities and the schedule of
		portfolio investments and the related statements of operations and changes in
		net assets of Global Growth Fund and Multi-Cap Growth Fund dated August 31,
		2009 and February 28, 2010, fairly present the financial condition of Global
		Growth Fund and Multi-Cap Growth Fund as of said dates in conformity with
		generally accepted accounting principles.
	8.4	No Contingent Liabilities. There are no known contingent liabilities of Global
		Growth Fund or Multi-Cap Growth Fund not disclosed and there are no legal,
		administrative or other proceedings pending, or to the knowledge of the Trust
		threatened, against Global Growth Fund or Multi-Cap Growth Fund which would
		materially affect its financial condition.
	8.5	Requisite Approvals. The execution and delivery of this Agreement and the
		consummation of the transactions contemplated herein, have been authorized by
		the Board of Trustees of the Trust by vote taken at a meeting of such Board duly
		called and held on June 7, 2010. No approval of the shareholders of Multi-Cap
		Growth Fund is required in connection with this Agreement or the transaction
		contemplated hereby. The Agreement has been executed and delivered by a
		duly authorized officer of the Trust and is a valid and legally binding obligation of
		each of Global Growth Fund and Multi-Cap Growth Fund enforceable in
		accordance with its terms.
	8.6	No Material Violations. The Trust is not, and the execution, delivery and
		performance of this Agreement will not result, in a material violation of any
		provision of its Declaration of Trust or By-Laws, as may be amended, of Growth
		Trust or of any agreement, indenture, instrument, contract, lease or other
		undertaking to which the Trust is a party or by which it is bound.
	8.7	Taxes and Related Filings. Except where failure to do so would not have a
		material adverse effect on Global Growth Fund or Multi-Cap Growth Fund, each
		of Global Growth Fund and Multi-Cap Growth Fund has filed or will file or obtain
		valid extensions of filing dates for all required federal, state and local tax returns
		and reports for all taxable years through and including its current taxable year
		and no such filings are currently being audited or contested by the Internal
		Revenue Service or state or local taxing authority and all federal, state and local
		income, franchise, property, sales, employment or other taxes or penalties
		payable pursuant to such returns have been paid or will be paid, so far as due.
		Each of Global Growth Fund and Multi-Cap Growth Fund has elected to be
		treated as a “regulated investment company” for federal tax purposes, has
		qualified as such for each taxable year of its operations and will qualify as such
		as of the Closing Date.
	8.8	Good and Marketable Title. On the Closing Date, Global Growth Fund will have
		good and marketable title to its assets, free and clear of all liens, mortgages,
		pledges, encumbrances, charges, claims and equities whatsoever, and full right,
		power and authority to sell, assign, transfer and deliver such assets and shall
		deliver such assets to Multi-Cap Growth Fund. Upon delivery of such assets,
		Multi-Cap Growth Fund will receive good and marketable title to such assets, free
		and clear of all liens, mortgages, pledges, encumbrances, charges, claims and
		equities, except as to adverse claims under Article 8 of the Uniform Commercial
		Code of which Multi-Cap Growth Fund has notice and necessary documentation
		at or prior to the time of delivery.
	8.9	Multi-Cap Growth Fund N-1A Not Misleading. The Multi-Cap Growth Fund N-1A
		conforms on the date of the Agreement, and will conform on the date of the Proxy

		Statement and the Closing Date, in all material respects to the applicable
		requirements of the 1933 Act and the 1940 Act and the rules and regulations of
		the Commission thereunder and does not include any untrue statement of a
		material fact or omit to state any material fact required to be stated therein or
		necessary to make the statements therein, in light of the circumstances under
		which they were made, not materially misleading.
	8.10	Proxy Statement. The Proxy Statement delivered to the Global Growth Fund
		shareholders in connection with this transaction (both at the time of delivery to
		such shareholders in connection with the meeting of shareholders and at all
		times subsequent thereto and including the Closing Date) in all material respects,
		conforms to the applicable requirements of the 1934 Act and the 1940 Act and
		the rules and regulations of the Commission thereunder, and will not include any
		untrue statement of a material fact or omit to state any material fact required to
		be stated thereon or necessary to make statements therein, in light of the
		circumstances under which they were made, not materially misleading.
	8.11	Books and Records. Each of Global Growth Fund and Multi-Cap Growth Fund
		has maintained all records required under Section 31 of the 1940 Act and rules
		thereunder.
9.	Conditions Precedent to Closing
	The obligations of the parties hereto shall be conditioned on the following:
	9.1	Representations and Warranties. The representations and warranties of the
		parties made herein will be true and correct as of the date of this Agreement and
		on the Closing Date.
	9.2	Shareholder Approval. The Agreement and the transactions contemplated herein
		shall have been approved by the requisite vote of the holders of Global Growth
		Fund Shares in accordance with the 1940 Act and the Declaration of Trust and
		By-Laws, each as amended, of the Trust.
	9.3	Pending or Threatened Proceedings. On the Closing Date, no action, suit or
		other proceeding shall be threatened or pending before any court or
		governmental agency in which it is sought to restrain or prohibit, or obtain
		damages or other relief in connection with, this Agreement or the transactions
		contemplated herein.
	9.4	Registration Statement. The Trust N-14 shall have become effective under the
		1933 Act; no stop orders suspending the effectiveness of such Trust N-14 shall
		have been issued; and, to the best knowledge of the parties hereto, no
		investigation or proceeding for that purpose shall have been instituted or be
		pending, threatened or contemplated under the 1933 Act. The Proxy Statement
		has been delivered to each shareholder of record of the Global Growth Fund as
		of August 19, 2010 in accordance with the provisions of the 1934 Act and the
		rules thereunder.
	9.5	Declaration of Dividend. The Trust shall have declared a dividend or dividends
		which, together with all previous such dividends, shall have the effect of
		distributing to Global Growth Fund shareholders all of Global Growth Fund’s
		investment company taxable income (as defined in Section 852 of the Code)
		(computed without regard to any deduction for dividends paid) for the final
		taxable period of Global Growth Fund, all of its net capital gain realized in the
		final taxable period of Global Growth Fund (after reduction for any capital loss

		carryforward) and all of the excess of (i) its interest income excludable from gross
		income under Section 103(a) of the Code over (ii) its deductions disallowed
		under Sections 265 and 171(a)(2) of the Code for the final taxable period of
		Global Growth Fund.
	9.6	State Securities Laws. The parties shall have received all permits and other
		authorizations necessary, if any, under state securities laws to consummate the
		transactions contemplated herein.
	9.7	Performance of Covenants. Each party shall have performed and complied in all
		material respects with each of the agreements and covenants required by this
		Agreement to be performed or complied with by each such party prior to or at the
		Valuation Date and the Closing Date.
	9.8	Due Diligence. Multi-Cap Growth Fund and Multi-Cap Growth Portfolio shall
		have had reasonable opportunity to have its officers and agents review the
		records of Global Growth Fund and Global Growth Portfolio.
	9.9	No Material Adverse Change. From the date of this Agreement, through the
		Closing Date, there shall not have been:
		•	any change in the business, results of operations, assets or financial
			condition or the manner of conducting the business of Global Growth
			Fund or Multi-Cap Growth Fund (other than changes in the ordinary
			course of its business, including, without limitation, dividends and
			distributions in the ordinary course and changes in the net asset value
			per share) which has had a material adverse effect on such business,
			results of operations, assets or financial condition, except in all instances
			as set forth in the financial statements;
		•	any loss (whether or not covered by insurance) suffered by Global
			Growth Fund or Multi-Cap Growth Fund materially and adversely
			affecting of Global Growth Fund or Multi-Cap Growth Fund, other than
			depreciation of securities;
		•	issued by the Trust to any person any option to purchase or other right to
			acquire shares of any class of Global Growth Fund or Multi-Cap Growth
			Fund Shares (other than in the ordinary course of Growth Trust’s
			business as an open-end management investment company);
		•	any indebtedness incurred by Global Growth Fund or Multi-Cap Growth
			Fund for borrowed money or any commitment to borrow money entered
			into by Global Growth Fund or Multi-Cap Growth Fund except as
			permitted in Global Growth Fund N-1A or Multi-Cap Growth Fund N-1A
			and disclosed in financial statements required to be provided under this
			Agreement;
		•	any amendment to the Declaration of Trust or By-Laws of the Trust that
			will adversely affect the ability of the Trust to comply with the terms of
			this Agreement; or
		•	any grant or imposition of any lien, claim, charge or encumbrance upon
			any asset of Global Growth Fund except as provided in Global Growth
			Fund N-1A so long as it will not prevent the Trust from complying with
			Section 7.8.

	9.10	Lawful Sale of Shares. On the Closing Date, Multi-Cap Growth Fund Shares to
		be issued pursuant to Section 2.1 of this Agreement will be duly authorized, duly
		and validly issued and outstanding, and fully paid and non-assessable by the
		Trust, and conform in all substantial respects to the description thereof contained
		in the Trust N-14 and Proxy Statement furnished to the Global Growth Fund
		shareholders and the Multi-Cap Growth Fund Shares to be issued pursuant to
		paragraph 2.1 of this Agreement will be duly registered under the 1933 Act by the
		Trust N-14 and will be offered and sold in compliance with all applicable state
		securities laws.
	9.11	Documentation and Other Actions. The Trust shall have executed such
		documents and shall have taken such other actions, if any, as reasonably
		requested to fully effectuate the transactions contemplated hereby.
10.	Addresses
	All notices required or permitted to be given under this Agreement shall be given in
	writing to Xxxxx Xxxxx Growth Trust, Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, XX 00000
	(Attention: Chief Legal Officer), or at such other place as shall be specified in written
	notice given by either party to the other party to this Agreement and shall be validly given
	if mailed by first-class mail, postage prepaid.
11.	Termination
	This Agreement may be terminated by either party upon the giving of written notice to the
	other, if any of the representations, warranties or conditions specified in Sections 7 or 8
	hereof have not been performed or do not exist on or before December 31, 2010. In the
	event of termination of this Agreement pursuant to this provision, neither party (nor its
	officers, Trustees or shareholders) shall have any liability to the other.

12.	Miscellaneous
	This Agreement shall be governed by, construed and enforced in accordance with the
	laws of the Commonwealth of Massachusetts. The Trust represents that there are no
	brokers or finders entitled to receive any payments in connection with the transactions
	provided for herein. The Trust represents that this Agreement constitutes the entire
	agreement between the parties as to the subject matter hereof. The representations,
	warranties and covenants contained in this Agreement or in any document delivered
	pursuant hereto or in connection herewith shall not survive the consummation of the
	transactions contemplated hereunder. The Section headings contained in this Agreement
	are for reference purposes only and shall not affect in any way the meaning or
	interpretation of this Agreement. This Agreement shall be executed in any number of
	counterparts, each of which shall be deemed an original. Whenever used herein, the use
	of any gender shall include all genders. In the event that any provision of this Agreement
	is unenforceable at law or in equity, the remainder of the Agreement shall remain in full
	force and effect.
13.	Amendments
	At any time prior to or after approval of this Agreement by Global Growth Fund
	shareholders (i) the parties hereto may, by written agreement and without shareholder
	approval, amend any of the provisions of this Agreement, and (ii) either party may waive
	without such approval any default by the other party or the failure to satisfy any of the
	conditions to its obligations (such waiver to be in writing); provided, however, that
	following shareholder approval, no such amendment may have the effect of changing the
	provisions for determining the number of Multi-Cap Growth Fund Shares to be received
	by Global Growth Fund shareholders under this Agreement to the detriment of such
	shareholders without their further approval. The failure of a party hereto to enforce at any
	time any of the provisions of this Agreement shall in no way be construed to be a waiver
	of any such provision, nor in any way to affect the validity of this Agreement or any part
	hereof or the right of any party thereafter to enforce each and every such provision. No
	waiver of any breach of this Agreement shall be held to be a waiver of any other or
	subsequent breach.
14.	Massachusetts Business Trust
	References in this Agreement to the Trust mean and refer to the Trustees from time to
	time serving under its Declarations of Trust on file with the Secretary of the
	Commonwealth of Massachusetts, as the same may be amended from time to time,
	pursuant to which they conduct their businesses. It is expressly agreed that the
	obligations of the Trust hereunder shall not be binding upon any of the trustees,
	shareholders, nominees, officers, agents or employees of the Trust personally, but bind
	only the trust property of the Trust as provided in said Declaration of Trust. The
	execution and delivery of this Agreement has been authorized by the respective trustees
	and signed by an authorized officer of the Trust, acting as such, and neither such
	authorization by such trustees nor such execution and delivery by such officer shall be
	deemed to have been made by any of them but shall bind only the trust property of the
	Trust as provided in such Declaration of Trust. No series of the Trust shall be liable for
	the obligations of any other series.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by their officers thereunto duly authorized, as of the day and year first above written.

ATTEST:	XXXXX XXXXX GROWTH TRUST
/s/ Xxxxxxx X. Gemma	By: /s/ Xxxxxx X. Xxxxxxxxxx
Xxxxxxx X. Gemma, Secretary	Xxxxxx X. Xxxxxxxxxx, Vice President
	GLOBAL GROWTH PORTFOLIO
/s/ Xxxxxxx X. Gemma	By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Gemma, Secretary	Xxxxxxx X. Xxxxxxxx, Treasurer
	(For purposes of Section 7 only)
	MULTI-CAP GROWTH PORTFOLIO
/s/ Xxxxxxx X. Gemma	By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Gemma, Secretary	Xxxxxxx X. Xxxxxxxx, Treasurer
	(For purposes of Section 7 only)