Common use of The Reorganization Clause in Contracts

The Reorganization. 1.1 Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, the Fund agrees to assign, transfer and convey to the Acquiring Fund all of the assets of the Fund, as set forth in paragraph 1.2, free and clear of all liens, encumbrances and claims whatsoever. The Acquiring Fund agrees in exchange therefor (a) to deliver to the Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, determined as set forth in paragraph 2.3; and (b) to assume the stated liabilities of the Fund, as set forth in paragraph 1.3. Such transactions shall take place at the closing (the "Closing") as of the close of business on the closing date (the "Closing Date"), provided for in paragraph 3.1. In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Fund's account on the books of the Acquiring Fund and shall deliver a confirmation thereof to the Fund. 1.2 The assets of the Fund to be acquired by the Acquiring Fund shall consist of all assets, including, without limitation, all portfolio securities, cash, cash equivalents, commodities, interests in futures and other financial instruments, claims (whether absolute or contingent, known or unknown), receivables (including dividends or interest and other receivables) and other property belonging to the Fund, and any deferred or prepaid expenses, reflected on an unaudited statement of assets and liabilities of the Fund approved by Xxxxx & Steers Capital Management, Inc. ("CSCM"), as of the Valuation Date (as defined in paragraph 2.1), in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied from the Fund's prior audited period (the "Assets"). 1.3 The Fund will endeavor to identify and, to the extent practicable, discharge all of its known liabilities and obligations before the Closing Date. The Acquiring Fund shall assume the liabilities, expenses, costs, charges and reserves reflected on an unaudited statement of assets and liabilities of the Fund approved by CSCM, as of the Valuation Date, in accordance with GAAP consistently applied from the Fund's prior audited period. The Acquiring Fund shall assume only those liabilities of the Fund reflected in that unaudited statement of assets and liabilities and shall not assume any other liabilities, whether absolute or contingent. 1.4

The Reorganization. 1.1 Subject The Reorganization In accordance with the Amended and Restated Agreement and Declaration of Trust and the Amended and Restated By-laws, as they may be amended from time to time, of the Acquired Trust (the "Old Mutual Governing Documents"), at the Effective Time (as defined below), upon the terms and subject to the conditions contained herein of this Agreement, and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to shall assign, deliver and otherwise transfer all Fund Assets, subject to all of the liabilities of the Acquired Fund as set forth on the statement of assets and convey liabilities to be provided pursuant to paragraph 5.6 (the "Liabilities"), to the Acquiring Fund, and the Acquiring Fund shall assume all of the assets Liabilities of the Acquired Fund. In consideration of the foregoing, the Acquiring Fund, at the Effective Time shall deliver to the Acquired Fund full and fractional (to the third decimal place) shares of the Acquiring Fund. The aggregate number of shares of the Acquiring Fund shall be determined as set forth in paragraph 2.3 by dividing (a) the value of the Fund Assets attributable to the Acquired Fund, net of the Acquired Fund's Liabilities (computed as of the Valuation Time (as defined below) in the manner set forth in paragraph 2.1), by (b) the net asset value of one share of the corresponding class of the Acquiring Fund shares (computed as of the Valuation Time in the manner set forth in paragraph 2.2). Holders of each class of shares of the Acquired Fund will receive shares of the Corresponding Class, as set forth in Section E of the Recitals and Exhibit A to this Agreement, of the Acquiring Fund, as set forth in paragraph 1.2Section A of the Recitals. At and after the Effective Time, free and clear all of all liens, encumbrances and claims whatsoever. The Acquiring Fund agrees in exchange therefor (a) to deliver to the Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, determined as set forth in paragraph 2.3; and (b) to assume the stated liabilities Assets of the Fund, as set forth in paragraph 1.3. Such transactions shall take place at the closing (the "Closing") as of the close of business on the closing date (the "Closing Date"), provided for in paragraph 3.1. In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Acquired Fund shall credit become and be included in the Acquiring Fund Shares to the Fund's account on the books Assets of the Acquiring Fund and the Liabilities of the Acquired Fund shall deliver a confirmation thereof become and be the Liabilities of and shall attach to the Acquiring Fund. 1.2 The assets At and after the Effective Time, the Liabilities of the Acquired Fund may be enforced only against the Acquiring Fund to be acquired the same extent as if such Liabilities had been incurred by the Acquiring Fund shall consist of all assets, including, without limitation, all portfolio securities, cash, cash equivalents, commodities, interests in futures and other financial instruments, claims (whether absolute or contingent, known or unknown), receivables (including dividends or interest and other receivables) and other property belonging subject to any defense and/or set off that the Acquired Fund was entitled to assert immediately prior to the Fund, Effective Time and further subject to any deferred defense and/or setoff that the Acquiring Trust or prepaid expenses, reflected on an unaudited statement of assets and liabilities of the Fund approved by Xxxxx & Steers Capital Management, Inc. ("CSCM"), as of the Valuation Date (as defined in paragraph 2.1), in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied from the Fund's prior audited period (the "Assets"). 1.3 The Fund will endeavor to identify and, to the extent practicable, discharge all of its known liabilities and obligations before the Closing Date. The Acquiring Fund shall assume the liabilities, expenses, costs, charges and reserves reflected on an unaudited statement of assets and liabilities of the Fund approved by CSCM, as of the Valuation Date, in accordance with GAAP consistently applied may from the Fund's prior audited period. The Acquiring Fund shall assume only those liabilities of the Fund reflected in that unaudited statement of assets and liabilities and shall not assume any other liabilities, whether absolute or contingent. 1.4time to time be entitled to assert.

The Reorganization. 1.1 Subject In accordance with the Agreement and Declaration of Trust and the Amended and Restated By-laws, as they may be amended from time to time, of the Acquired Trust (the "Old Mutual Governing Documents"), at the Effective Time (as defined below), upon the terms and subject to the conditions contained herein of this Agreement, and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to shall assign, deliver and otherwise transfer and convey all Fund Assets, subject to all of the liabilities of the Acquired Fund (the "Liabilities"), to the Acquiring Fund, and the Acquiring Fund shall assume all of the assets Liabilities of the Acquired Fund. In consideration of the foregoing, the Acquiring Fund, at the Effective Time shall deliver to the Acquired Fund full and fractional (to the third decimal place) shares of the Acquiring Fund. The aggregate number of shares of the Acquiring Fund shall be determined as set forth in paragraph 2.3 by dividing (a) the value of the Fund Assets attributable to the Acquired Fund, net of the Acquired Fund's Liabilities (computed as of the Valuation Time (as defined below) in the manner set forth in paragraph 2.1), by (b) the net asset value of one share of the corresponding class of the Acquiring Fund shares (computed as of the Valuation Time in the manner set forth in paragraph 2.2). Holders of each class of shares of the Acquired Fund will receive shares of the Corresponding Class, as set forth in Section E of the Recitals and Exhibit A to this Agreement, of the Acquiring Fund, as set forth in paragraph 1.2Section A of the Recitals. At and after the Effective Time, free and clear all of all liens, encumbrances and claims whatsoever. The Acquiring Fund agrees in exchange therefor (a) to deliver to the Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, determined as set forth in paragraph 2.3; and (b) to assume the stated liabilities Assets of the Fund, as set forth in paragraph 1.3. Such transactions shall take place at the closing (the "Closing") as of the close of business on the closing date (the "Closing Date"), provided for in paragraph 3.1. In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Acquired Fund shall credit become and be included in the Acquiring Fund Shares to the Fund's account on the books Assets of the Acquiring Fund and the Liabilities of the Acquired Fund shall deliver a confirmation thereof become and be the Liabilities of and shall attach to the Acquiring Fund. 1.2 The assets At and after the Effective Time, the Liabilities of the Acquired Fund may be enforced only against the Acquiring Fund to be acquired the same extent as if such Liabilities had been incurred by the Acquiring Fund shall consist of all assets, including, without limitation, all portfolio securities, cash, cash equivalents, commodities, interests in futures and other financial instruments, claims (whether absolute or contingent, known or unknown), receivables (including dividends or interest and other receivables) and other property belonging subject to any defense and/or set off that the Acquired Fund was entitled to assert immediately prior to the Fund, Effective Time and further subject to any deferred defense and/or setoff that the Acquiring Trust or prepaid expenses, reflected on an unaudited statement of assets and liabilities of the Fund approved by Xxxxx & Steers Capital Management, Inc. ("CSCM"), as of the Valuation Date (as defined in paragraph 2.1), in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied from the Fund's prior audited period (the "Assets"). 1.3 The Fund will endeavor to identify and, to the extent practicable, discharge all of its known liabilities and obligations before the Closing Date. The Acquiring Fund shall assume the liabilities, expenses, costs, charges and reserves reflected on an unaudited statement of assets and liabilities of the Fund approved by CSCM, as of the Valuation Date, in accordance with GAAP consistently applied may from the Fund's prior audited periodtime to time be entitled to assert. The Acquiring Fund shall assume only those liabilities of the Fund reflected in that unaudited statement of assets and liabilities and shall not assume any other liabilities, whether absolute or contingent. 1.41.2

The Reorganization. 1.1 Subject The Reorganization In accordance with the Amended and Restated Agreement and Declaration of Trust and the Amended and Restated By-laws, as they may be amended from time to time, of the Acquired Trust (the “Old Mutual Governing Documents”), at the Effective Time (as defined below), upon the terms and subject to the conditions contained herein of this Agreement, and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to shall assign, deliver and otherwise transfer all Fund Assets, subject to all of the liabilities of the Acquired Fund as set forth on the statement of assets and convey liabilities to be provided pursuant to paragraph 5.6 (the “Liabilities”), to the Acquiring Fund, and the Acquiring Fund shall assume all of the assets Liabilities of the Acquired Fund. In consideration of the foregoing, the Acquiring Fund, at the Effective Time shall deliver to the Acquired Fund full and fractional (to the third decimal place) shares of the Acquiring Fund. The aggregate number of shares of the Acquiring Fund shall be determined as set forth in paragraph 2.3 by dividing (a) the value of the Fund Assets attributable to the Acquired Fund, net of the Acquired Fund’s Liabilities (computed as of the Valuation Time (as defined below) in the manner set forth in paragraph 2.1), by (b) the net asset value of one share of the corresponding class of the Acquiring Fund shares (computed as of the Valuation Time in the manner set forth in paragraph 2.2). Holders of each class of shares of the Acquired Fund will receive shares of the Corresponding Class, as set forth in Section E of the Recitals and Exhibit A to this Agreement, of the Acquiring Fund, as set forth in paragraph 1.2Section A of the Recitals. At and after the Effective Time, free and clear all of all liens, encumbrances and claims whatsoever. The Acquiring Fund agrees in exchange therefor (a) to deliver to the Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, determined as set forth in paragraph 2.3; and (b) to assume the stated liabilities Assets of the Fund, as set forth in paragraph 1.3. Such transactions shall take place at the closing (the "Closing") as of the close of business on the closing date (the "Closing Date"), provided for in paragraph 3.1. In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Acquired Fund shall credit become and be included in the Acquiring Fund Shares to the Fund's account on the books Assets of the Acquiring Fund and the Liabilities of the Acquired Fund shall deliver a confirmation thereof become and be the Liabilities of and shall attach to the Acquiring Fund. 1.2 The assets At and after the Effective Time, the Liabilities of the Acquired Fund may be enforced only against the Acquiring Fund to be acquired the same extent as if such Liabilities had been incurred by the Acquiring Fund shall consist of all assets, including, without limitation, all portfolio securities, cash, cash equivalents, commodities, interests in futures and other financial instruments, claims (whether absolute or contingent, known or unknown), receivables (including dividends or interest and other receivables) and other property belonging subject to any defense and/or set off that the Acquired Fund was entitled to assert immediately prior to the Fund, Effective Time and further subject to any deferred defense and/or setoff that the Acquiring Trust or prepaid expenses, reflected on an unaudited statement of assets and liabilities of the Fund approved by Xxxxx & Steers Capital Management, Inc. ("CSCM"), as of the Valuation Date (as defined in paragraph 2.1), in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied from the Fund's prior audited period (the "Assets"). 1.3 The Fund will endeavor to identify and, to the extent practicable, discharge all of its known liabilities and obligations before the Closing Date. The Acquiring Fund shall assume the liabilities, expenses, costs, charges and reserves reflected on an unaudited statement of assets and liabilities of the Fund approved by CSCM, as of the Valuation Date, in accordance with GAAP consistently applied may from the Fund's prior audited period. The Acquiring Fund shall assume only those liabilities of the Fund reflected in that unaudited statement of assets and liabilities and shall not assume any other liabilities, whether absolute or contingent. 1.4time to time be entitled to assert.

The Reorganization. 1.1 Subject In accordance with the Agreement and Declaration of Trust and the Amended and Restated By-laws, as they may be amended from time to time, of the Acquired Trust (the “Old Mutual Governing Documents”), at the Effective Time (as defined below), upon the terms and subject to the conditions contained herein of this Agreement, and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to shall assign, deliver and otherwise transfer and convey all Fund Assets, subject to all of the liabilities of the Acquired Fund (the “Liabilities”), to the Acquiring Fund, and the Acquiring Fund shall assume all of the assets Liabilities of the Acquired Fund. In consideration of the foregoing, the Acquiring Fund, at the Effective Time shall deliver to the Acquired Fund full and fractional (to the third decimal place) shares of the Acquiring Fund. The aggregate number of shares of the Acquiring Fund shall be determined as set forth in paragraph 2.3 by dividing (a) the value of the Fund Assets attributable to the Acquired Fund, net of the Acquired Fund’s Liabilities (computed as of the Valuation Time (as defined below) in the manner set forth in paragraph 2.1), by (b) the net asset value of one share of the corresponding class of the Acquiring Fund shares (computed as of the Valuation Time in the manner set forth in paragraph 2.2). Holders of each class of shares of the Acquired Fund will receive shares of the Corresponding Class, as set forth in Section E of the Recitals and Exhibit A to this Agreement, of the Acquiring Fund, as set forth in paragraph 1.2Section A of the Recitals. At and after the Effective Time, free and clear all of all liens, encumbrances and claims whatsoever. The Acquiring Fund agrees in exchange therefor (a) to deliver to the Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, determined as set forth in paragraph 2.3; and (b) to assume the stated liabilities Assets of the Fund, as set forth in paragraph 1.3. Such transactions shall take place at the closing (the "Closing") as of the close of business on the closing date (the "Closing Date"), provided for in paragraph 3.1. In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Acquired Fund shall credit become and be included in the Acquiring Fund Shares to the Fund's account on the books Assets of the Acquiring Fund and the Liabilities of the Acquired Fund shall deliver a confirmation thereof become and be the Liabilities of and shall attach to the Acquiring Fund. 1.2 The assets At and after the Effective Time, the Liabilities of the Acquired Fund may be enforced only against the Acquiring Fund to be acquired the same extent as if such Liabilities had been incurred by the Acquiring Fund shall consist of all assets, including, without limitation, all portfolio securities, cash, cash equivalents, commodities, interests in futures and other financial instruments, claims (whether absolute or contingent, known or unknown), receivables (including dividends or interest and other receivables) and other property belonging subject to any defense and/or set off that the Acquired Fund was entitled to assert immediately prior to the Fund, Effective Time and further subject to any deferred defense and/or setoff that the Acquiring Trust or prepaid expenses, reflected on an unaudited statement of assets and liabilities of the Fund approved by Xxxxx & Steers Capital Management, Inc. ("CSCM"), as of the Valuation Date (as defined in paragraph 2.1), in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied from the Fund's prior audited period (the "Assets"). 1.3 The Fund will endeavor to identify and, to the extent practicable, discharge all of its known liabilities and obligations before the Closing Date. The Acquiring Fund shall assume the liabilities, expenses, costs, charges and reserves reflected on an unaudited statement of assets and liabilities of the Fund approved by CSCM, as of the Valuation Date, in accordance with GAAP consistently applied may from the Fund's prior audited period. The Acquiring Fund shall assume only those liabilities of the Fund reflected in that unaudited statement of assets and liabilities and shall not assume any other liabilities, whether absolute or contingent. 1.4time to time be entitled to assert.

The Reorganization. 1.1 Subject In accordance with the Amended and Restated Declaration of Trust and Amended and Restated By-laws, as they may be amended from time to time, of NIT (the "NIT Governing Documents"), at the Effective Time (as defined below), upon the terms and subject to the conditions contained herein of this Agreement, and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to shall assign, deliver and otherwise transfer all Fund Assets, subject to all of the liabilities of the Acquired Fund as set forth on the statement of assets and convey liabilities to be provided pursuant to paragraph 5.6 (the "Liabilities"), to the Acquiring Fund, and the Acquiring Fund shall assume all of the assets Liabilities of the Acquired Fund. In consideration of the foregoing, the Acquiring Fund, as set forth in paragraph 1.2, free and clear of all liens, encumbrances and claims whatsoever. The Acquiring Fund agrees in exchange therefor (a) to at the Effective Time shall deliver to the Acquired Fund full and fractional (to the third decimal place) shares of the Acquiring Fund. The aggregate number of shares of the Acquiring Fund Shares, including fractional Acquiring Fund Shares, shall be determined as set forth in paragraph 2.3; and 2.3 by dividing (ba) to assume the stated liabilities value of the Fund Assets attributable to the Acquired Fund, net of the Acquired Fund's Liabilities (computed as of the Valuation Time (as defined below) in the manner set forth in paragraph 1.3. Such transactions shall take place at 2.1), by (b) the closing net asset value of one share of the corresponding class of the Acquiring Fund shares (the "Closing") computed as of the close of business on Valuation Time in the closing date (the "Closing Date"), provided for manner set forth in paragraph 3.12.2). In lieu Holders of delivering certificates for Investor Class shares of the Acquiring Acquired Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Fund's account on the books will receive Class A shares of the Acquiring Fund and shall deliver a confirmation thereof to holders of Institutional Class shares of the Acquired Fund will receive Class Y shares of the Acquiring Fund. 1.2 The assets At and after the Effective Time, all of the Fund Assets of the Acquired Fund shall become and be included in the Fund Assets of the Acquiring Fund and the Liabilities of the Acquired Fund shall become and be the Liabilities of and shall attach to the Acquiring Fund. At and after the Effective Time, the Liabilities of the Acquired Fund may be acquired enforced only against the Acquiring Fund to the same extent as if such Liabilities had been incurred by the Acquiring Fund shall consist of all assets, including, without limitation, all portfolio securities, cash, cash equivalents, commodities, interests in futures and other financial instruments, claims (whether absolute or contingent, known or unknown), receivables (including dividends or interest and other receivables) and other property belonging subject to any defense and/or set off that the Acquired Fund was entitled to assert immediately prior to the Fund, Effective Time and further subject to any deferred defense and/or setoff that TFGT or prepaid expenses, reflected on an unaudited statement of assets and liabilities of the Fund approved by Xxxxx & Steers Capital Management, Inc. ("CSCM"), as of the Valuation Date (as defined in paragraph 2.1), in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied from the Fund's prior audited period (the "Assets"). 1.3 The Fund will endeavor to identify and, to the extent practicable, discharge all of its known liabilities and obligations before the Closing Date. The Acquiring Fund shall assume the liabilities, expenses, costs, charges and reserves reflected on an unaudited statement of assets and liabilities of the Fund approved by CSCM, as of the Valuation Date, in accordance with GAAP consistently applied may from the Fund's prior audited period. The Acquiring Fund shall assume only those liabilities of the Fund reflected in that unaudited statement of assets and liabilities and shall not assume any other liabilities, whether absolute or contingent. 1.4time to time be entitled to assert.

The Reorganization. 1.1 Subject In accordance with the Amended and Restated Agreement and Declaration of Trust and the Amended and Restated By-laws, as they may be amended from time to time, of the Acquired Trust (the “Old Mutual Governing Documents”), at the Effective Time (as defined below), upon the terms and subject to the conditions contained herein of this Agreement, and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to shall assign, deliver and otherwise transfer and convey all Fund Assets, subject to all of the liabilities of the Acquired Fund (the “Liabilities”), to the Acquiring Fund, and the Acquiring Fund shall assume all of the assets Liabilities of the Acquired Fund. In consideration of the foregoing, the Acquiring Fund, at the Effective Time shall deliver to the Acquired Fund full and fractional (to the third decimal place) shares of the Acquiring Fund. The aggregate number of shares of the Acquiring Fund shall be determined as set forth in paragraph 2.3 by dividing (a) the value of the Fund Assets attributable to the Acquired Fund, net of the Acquired Fund’s Liabilities (computed as of the Valuation Time (as defined below) in the manner set forth in paragraph 2.1), by (b) the net asset value of one share of the corresponding class of the Acquiring Fund shares (computed as of the Valuation Time in the manner set forth in paragraph 2.2). Holders of each class of shares of the Acquired Fund will receive shares of the Corresponding Class, as set forth in Section E of the Recitals and Exhibit A to this Agreement, of the Acquiring Fund, as set forth in paragraph 1.2Section A of the Recitals. At and after the Effective Time, free and clear all of all liens, encumbrances and claims whatsoever. The Acquiring Fund agrees in exchange therefor (a) to deliver to the Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, determined as set forth in paragraph 2.3; and (b) to assume the stated liabilities Assets of the Fund, as set forth in paragraph 1.3. Such transactions shall take place at the closing (the "Closing") as of the close of business on the closing date (the "Closing Date"), provided for in paragraph 3.1. In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Acquired Fund shall credit become and be included in the Acquiring Fund Shares to the Fund's account on the books Assets of the Acquiring Fund and the Liabilities of the Acquired Fund shall deliver a confirmation thereof become and be the Liabilities of and shall attach to the Acquiring Fund. 1.2 The assets At and after the Effective Time, the Liabilities of the Acquired Fund may be enforced only against the Acquiring Fund to be acquired the same extent as if such Liabilities had been incurred by the Acquiring Fund shall consist of all assets, including, without limitation, all portfolio securities, cash, cash equivalents, commodities, interests in futures and other financial instruments, claims (whether absolute or contingent, known or unknown), receivables (including dividends or interest and other receivables) and other property belonging subject to any defense and/or set off that the Acquired Fund was entitled to assert immediately prior to the Fund, Effective Time and further subject to any deferred defense and/or setoff that the Acquiring Trust or prepaid expenses, reflected on an unaudited statement of assets and liabilities of the Fund approved by Xxxxx & Steers Capital Management, Inc. ("CSCM"), as of the Valuation Date (as defined in paragraph 2.1), in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied from the Fund's prior audited period (the "Assets"). 1.3 The Fund will endeavor to identify and, to the extent practicable, discharge all of its known liabilities and obligations before the Closing Date. The Acquiring Fund shall assume the liabilities, expenses, costs, charges and reserves reflected on an unaudited statement of assets and liabilities of the Fund approved by CSCM, as of the Valuation Date, in accordance with GAAP consistently applied may from the Fund's prior audited period. The Acquiring Fund shall assume only those liabilities of the Fund reflected in that unaudited statement of assets and liabilities and shall not assume any other liabilities, whether absolute or contingent. 1.4time to time be entitled to assert.

The Reorganization. 1.1 Subject In accordance with the Amended and Restated Agreement and Declaration of Trust and the Amended and Restated By-laws, as they may be amended from time to time, of the Acquired Trust (the "Old Mutual Governing Documents"), at the Effective Time (as defined below), upon the terms and subject to the conditions contained herein of this Agreement, and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to shall assign, deliver and otherwise transfer and convey all Fund Assets, subject to all of the liabilities of the Acquired Fund (the "Liabilities"), to the Acquiring Fund, and the Acquiring Fund shall assume all of the assets Liabilities of the Acquired Fund. In consideration of the foregoing, the Acquiring Fund, at the Effective Time shall deliver to the Acquired Fund full and fractional (to the third decimal place) shares of the Acquiring Fund. The aggregate number of shares of the Acquiring Fund shall be determined as set forth in paragraph 2.3 by dividing (a) the value of the Fund Assets attributable to the Acquired Fund, net of the Acquired Fund's Liabilities (computed as of the Valuation Time (as defined below) in the manner set forth in paragraph 2.1), by (b) the net asset value of one share of the corresponding class of the Acquiring Fund shares (computed as of the Valuation Time in the manner set forth in paragraph 2.2). Holders of each class of shares of the Acquired Fund will receive shares of the Corresponding Class, as set forth in Section E of the Recitals and Exhibit A to this Agreement, of the Acquiring Fund, as set forth in paragraph 1.2Section A of the Recitals. At and after the Effective Time, free and clear all of all liens, encumbrances and claims whatsoever. The Acquiring Fund agrees in exchange therefor (a) to deliver to the Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, determined as set forth in paragraph 2.3; and (b) to assume the stated liabilities Assets of the Fund, as set forth in paragraph 1.3. Such transactions shall take place at the closing (the "Closing") as of the close of business on the closing date (the "Closing Date"), provided for in paragraph 3.1. In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Acquired Fund shall credit become and be included in the Acquiring Fund Shares to the Fund's account on the books Assets of the Acquiring Fund and the Liabilities of the Acquired Fund shall deliver a confirmation thereof become and be the Liabilities of and shall attach to the Acquiring Fund. 1.2 The assets At and after the Effective Time, the Liabilities of the Acquired Fund may be enforced only against the Acquiring Fund to be acquired the same extent as if such Liabilities had been incurred by the Acquiring Fund shall consist of all assets, including, without limitation, all portfolio securities, cash, cash equivalents, commodities, interests in futures and other financial instruments, claims (whether absolute or contingent, known or unknown), receivables (including dividends or interest and other receivables) and other property belonging subject to any defense and/or set off that the Acquired Fund was entitled to assert immediately prior to the Fund, Effective Time and further subject to any deferred defense and/or setoff that the Acquiring Trust or prepaid expenses, reflected on an unaudited statement of assets and liabilities of the Fund approved by Xxxxx & Steers Capital Management, Inc. ("CSCM"), as of the Valuation Date (as defined in paragraph 2.1), in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied from the Fund's prior audited period (the "Assets"). 1.3 The Fund will endeavor to identify and, to the extent practicable, discharge all of its known liabilities and obligations before the Closing Date. The Acquiring Fund shall assume the liabilities, expenses, costs, charges and reserves reflected on an unaudited statement of assets and liabilities of the Fund approved by CSCM, as of the Valuation Date, in accordance with GAAP consistently applied may from the Fund's prior audited period. The Acquiring Fund shall assume only those liabilities of the Fund reflected in that unaudited statement of assets and liabilities and shall not assume any other liabilities, whether absolute or contingent. 1.4time to time be entitled to assert.

The Reorganization. 1.1 Subject In accordance with the Amended and Restated Agreement and Declaration of Trust and the Amended and Restated By-laws, as they may be amended from time to time, of Old Mutual Trust (the “Old Mutual Governing Documents”), at the Effective Time, upon the terms and subject to the conditions contained herein of this Agreement, and on the basis of the representations and warranties contained herein, the Target Fund agrees to shall assign, deliver and otherwise transfer and convey all Fund Assets, subject to all of the liabilities of the Target Fund (the “Liabilities”), to the Acquiring Fund, and the Acquiring Fund shall assume all of the assets Liabilities of the Target Fund. In consideration of the foregoing, the Acquiring Fund, at the Effective Time shall deliver to the Target Fund full and fractional (to the third decimal place) shares of the Acquiring Fund. The aggregate number of shares of each class of the Acquiring Fund shall be determined by dividing (a) the value of the Fund Assets attributable to the class of the Target Fund, net of the Target Fund’s Liabilities attributable to such class (computed as of the Valuation Time in the manner set forth in paragraph 1.22.1), free and clear by (b) the net asset value of all liens, encumbrances and claims whatsoever. The one share of the corresponding class of the Acquiring Fund agrees shares (computed as of the Valuation Time in exchange therefor (a) to deliver to the Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, determined as manner set forth in paragraph 2.3; and (b) to assume the stated liabilities 2.2). Holders of each class of shares of the Fund, as set forth in paragraph 1.3. Such transactions shall take place at the closing (the "Closing") as Target Fund will receive shares of the close Corresponding Class of business on the closing date (the "Closing Date"), provided for in paragraph 3.1. In lieu of delivering certificates for the Acquiring Fund. At and after the Effective Time, all of the Fund Shares, Assets of the Acquiring Target Fund shall credit become and be included in the Acquiring Fund Shares to the Fund's account on the books Assets of the Acquiring Fund and the Liabilities of the Target Fund shall deliver a confirmation thereof become and be the liabilities of and shall attach to the Acquiring Fund. 1.2 The assets At and after the Effective Time, the Liabilities of the Target Fund may be enforced only against the Acquiring Fund to be acquired the same extent as if such liabilities had been incurred by the Acquiring Fund shall consist of all assets, including, without limitation, all portfolio securities, cash, cash equivalents, commodities, interests in futures and other financial instruments, claims (whether absolute or contingent, known or unknown), receivables (including dividends or interest and other receivables) and other property belonging subject to any defense and/or set off that the Target Fund was entitled to assert immediately prior to the Fund, Effective Time and further subject to any deferred defense and/or setoff that FundVantage or prepaid expenses, reflected on an unaudited statement of assets and liabilities of the Fund approved by Xxxxx & Steers Capital Management, Inc. ("CSCM"), as of the Valuation Date (as defined in paragraph 2.1), in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied from the Fund's prior audited period (the "Assets"). 1.3 The Fund will endeavor to identify and, to the extent practicable, discharge all of its known liabilities and obligations before the Closing Date. The Acquiring Fund shall assume the liabilities, expenses, costs, charges and reserves reflected on an unaudited statement of assets and liabilities of the Fund approved by CSCM, as of the Valuation Date, in accordance with GAAP consistently applied may from the Fund's prior audited period. The Acquiring Fund shall assume only those liabilities of the Fund reflected in that unaudited statement of assets and liabilities and shall not assume any other liabilities, whether absolute or contingent. 1.4time to time be entitled to assert.