Common use of Closing and Effective Time Clause in Contracts

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The ReorganizationUnless the Trusts agree otherwise, together with related all acts necessary to consummate the same Reorganization ("the “Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ”) shall be deemed to take place occur simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the a date thereof or at such other time upon as to which the parties may they agree ("the “Effective Time"”). If, at or immediately before the Valuation Time, (a) the NYSE or another primary trading market for Fund securities of either Fund (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE an Exchange or elsewhere is disrupted, so that that, in either Board’s judgment, accurate appraisal of the net value of Target and either Fund’s net assets and/or the NAV for per share of any class of Acquiring Fund Shares is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time Time) shall be postponed until the first business day on which that Exchange is open for regular trading after the day when such that trading shall have has been fully resumed and such that reporting shall have has been restored. The Closing shall be held at the Acquiring Fund Trust’s offices or at another place as to which the Trusts agree. 3.2. Target The Acquired Fund shall deliver to direct the Trust at the Closing a schedule of its Assets as custodian of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall Acquired Fund’s assets to deliver at the Closing a certificate of an authorized officer (the “Certificate”) stating that (a) the Assets held by the custodian it holds will be transferred to the Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Acquired Fund shall direct its transfer agent to deliver to the Acquiring Fund at or immediately after the Closing a certificate Certificate stating that its records contain (a) the name, address, and taxpayer identification number of each Shareholder, (b) the number of full and fractional shares in each outstanding class of Acquired Fund Shares each Shareholder owns, and (c) the dividend reinvestment elections, if any, applicable to each Shareholder, all at the Effective Time. 3.4. The Acquiring Fund Trust shall direct its transfer agent to deliver to the Acquired Fund, (a) at the Closing, a confirmation, or other evidence satisfactory to the Acquired Fund, that the Acquiring Fund Shares to be issued to the Acquired Fund pursuant to paragraph 1.1(a) have been credited to the Acquired Fund’s account on the Acquiring Fund’s shareholder records and (b) at or as soon as reasonably practicable after the Closing, a Certificate as to the opening on Acquiring Fund's share transfer books of accounts on those records in the names of Target's Shareholdersthe Shareholders (except Shareholders in whose names accounts thereon already exist). 3.5. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account Each Trust, on Acquiring Fund's books. At the Closingbehalf of their respective Funds, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing (a) a certificate executed Certificate in its name by its President or a Vice President form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement herein are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby and (b) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the Acquiring Fund Trust determines to be needed.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________office on or about February 2, 2001, or at such other place and/or on such other date upon as to which the parties Investment Companies may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon as to which the parties Investment Companies may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target Value and the NAV for of each class of Acquiring Fund Shares is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer verifying that the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Fund, as reflected on Acquiring Fund's books immediately after the Closing, does or will conform to such information on Target's books immediately before the Closing. Target Trust shall deliver at the Closing a certificate of its Secretary or a Vice President stating that (a) Target Trust instructed its custodian to deliver the Assets held by the custodian will be transferred it to Acquiring Fund at the Effective Time or make arrangements on or before the Effective Time for the delivery thereof to Acquiring Fund, and (b) all necessary taxes in conjunction with Target Trust's custodian notified Target Trust that it had received the instructions and that the requested delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate Assets would be effective as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at earliest feasible time following the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Unless the Funds agree otherwise, (a) the Reorganization, together with related acts necessary to consummate the same it ("Closing"), shall occur at Acquiring Fund's offices on the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, later of (i) the date the Articles of Transfer are accepted for record by the Department or at such other place and/or (ii) a later date specified in the Articles of Transfer not more than 30 days after they are so accepted (which later date must be a day on such other date upon which the parties may agree. All NYSE is open for regular trading ("Business Day")), and (b) all acts taking place at the Closing shall be deemed to take place simultaneously as of at the close of business (4:00 p.m., Eastern Time) on the that date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (ai) the NYSE or another primary trading market for portfolio securities of either Fund (each, an "Exchange") is closed to trading or trading thereon is restricted or (bii) trading or the reporting of trading on the NYSE an Exchange or elsewhere is disrupted, so that that, in either Board's judgment, accurate appraisal of the Acquired Fund's net value of Target and and/or the NAV for on an Acquiring Fund Share is impracticable, the Effective Time shall be postponed until the first business day on which the NYSE is open for regular trading after the day when such trading shall have has been fully resumed and such reporting shall have has been restored. 3.2. Target Each Fund shall direct its fund accounting and pricing agent to deliver to the Trust at the Closing a schedule certificate of its Assets as of an authorized officer verifying that the Effective Timeinformation (including adjusted basis and holding period, which shall set forth for by lot) concerning the Assets, including all portfolio securities included therein their adjusted tax bases and holding periods securities, transferred by lotAcquired Fund to Acquiring Fund, as reflected on Acquiring Fund's books immediately after the Closing, does or will conform to such information on Acquired Fund's books immediately before the Closing. Target's Acquired Fund shall direct its custodian shall to deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Acquired Fund shall direct its transfer agent to deliver at the Closing a certificate verifying that the Stockholders' names and addresses, and the number of full and fractional (rounded to the third decimal place) outstanding shares of Acquired Fund Common Stock each Stockholder owns, does or will conform to such information provided to the Acquiring Fund, at the Effective Time. Acquiring Fund shall direct its transfer agent to deliver at the Closing a certificate as to the opening of accounts on Acquiring Fund's share transfer books of accounts shareholder records in the names of Target's Shareholdersthe Stockholders (except Stockholders in whose names accounts thereon already exist). The Trust Acquiring Fund shall issue and deliver to Acquired Fund a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquired Fund, that the Acquiring Fund's Fund Shares to be credited to Target Acquired Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's its account on Acquiring Fund's bookssuch records. At the Closing, each party Fund shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party Fund or its counsel may reasonably requestrequests. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, Each Fund shall deliver to the other at the Closing a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated as the date of the Effective TimeClosing, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same it ("“Closing"”), shall occur at the Funds' Investment Companies’ principal officesoffice on or about January 20, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 20012012, or at such other another place and/or on such other another date upon as to which the parties they may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of at the close of business on the date thereof or at such other another time upon as to which the parties Investment Companies may agree ("“Effective Time"”). If, at or immediately before the Valuation Time, (a) the NYSE or another primary trading market for portfolio securities of either Fund (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere an Exchange is disrupted, so that accurate appraisal of the net value of Target and Value and/or the NAV for of an Acquiring Fund Share of any class is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time Time) shall be postponed until the first business day on which that Exchange is open for regular trading after the day when such trading shall have has been fully resumed and such reporting shall have has been restored. 3.2. Target Trust shall deliver direct (a) its fund accounting and pricing agent to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer (“Certificate”) verifying that the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Fund, as reflected on Acquiring Fund’s books immediately after the Closing, does or will conform to such information on Target’s books immediately before the Closing, and (b) the custodian of Target’s assets to deliver at the Closing a Certificate stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Trust shall direct its transfer agent to deliver to Acquiring Fund at the Closing (a) a certificate Certificate (1) stating that its records contain a list of the names and addresses of the Shareholders and the number of full and fractional (rounded to the third decimal place) outstanding Target Shares each Shareholder owns, all at the Effective Time, and (2) as to the opening of accounts on Acquiring Fund's ’s share transfer books of accounts in the names of Target's the Shareholders. The Trust shall issue , except Shareholders in whose names accounts thereon already exist, and deliver (b) a confirmation confirmation, or other evidence satisfactory to Target evidencing Trust, that the Acquiring Fund's Fund Shares to be credited issued to Target at the Effective Time or provide evidence satisfactory pursuant to Target that Acquiring Fund's Shares paragraph 1.1(a) have been credited to Target's ’s account on Acquiring Fund's those books. 3.4. At the Closing, each party Each Investment Company shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing (1) a certificate executed Certificate in its name by its President or a Vice President form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement, and (2) bills of sale, checks, assignments, stock certificates, receipts, and/or other documents the other Investment Company reasonably requests.

Closing and Effective Time. 3.1. The 3.1 Unless the Funds determine otherwise, the Reorganization, together with related acts necessary to consummate the same it ("“Closing"”), shall occur at the Funds' principal officesAcquiring Fund’s offices on or about December 31, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇.2015 or as soon thereafter as practicable after all regulatory approvals have been obtained, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All and all acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the date thereof or at such other time upon which the parties may agree ("“Effective Time"”). If, If at or immediately before the Valuation Time, Time (a) the NYSE or another primary trading market for portfolio securities of either Fund (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE an Exchange or elsewhere is disrupteddisrupted so that, so that in the Board’s judgment, accurate appraisal of the net value of Target and either Fund’s net assets and/or the NAV for per Acquiring Fund Share is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time Time) shall be postponed until the first business day after the day when such that trading shall have has been fully resumed and such that reporting shall have has been restored. 3.2. 3.2 The Target shall deliver to direct the Trust at the Closing a schedule of its Assets as custodian of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall ’s assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Fund, as reflected on Acquiring Fund’s books immediately after the Closing, does or will conform to that information on Target’s books immediately before the Closing. 3.3. 3.3 The Transfer Agent Target shall direct its transfer agent to deliver at the Closing (a) a certificate Certificate (1) verifying that Target’s Member records contain each Member’s name and address and the number of full and fractional outstanding Target Shares the Member owns at the Effective Time and (2) as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing the Members (except Members in whose names accounts thereon already exist) on Acquiring Fund's ’s Member records and (b) a confirmation, or other evidence satisfactory to the Target, that the Acquiring Fund Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's ’s account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably requestthose records. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal officesoffice on February 20, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 20011996, or at such other place and/or on such other date upon which as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business 12:00 noon on the date thereof or at such other time upon which as the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE New York Stock Exchange, Inc. ("NYSE") is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for per Acquiring Fund Share is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust PW Corporation at the Closing a schedule of its the Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases basis and holding periods period by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. Target shall deliver to PW Corporation at the Closing a list of the names and addresses of the Shareholders and the number of outstanding Target Shares owned by each Shareholder, all as of the Effective Time, certified by the Secretary or Assistant Secretary of Target. The Transfer Agent shall deliver at the Closing a certificate as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders' names. The Trust PW Corporation shall issue and deliver a confirmation to Target evidencing the Acquiring Fund's Fund Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that such Acquiring Fund's Fund Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, Each Investment Company shall deliver to the other at the Closing a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization3.1 Unless the Investment Companies agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ”) shall be deemed to take place occur simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the June [18], 2021, or a later date thereof or at such other time upon as to which the parties may they agree ("“Effective Time"”). If, at or immediately before the Valuation Time, (a) the NYSE or another primary trading market for portfolio securities of either Portfolio (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE an Exchange or elsewhere is disrupteddisrupted so that, so that in the Board’s judgment, accurate appraisal of the net value of Target and either Portfolio’s net assets and/or the NAV for per share of either class of Acquiring Fund Portfolio Shares is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time Time) shall be postponed until the first business day on which that Exchange is open for regular trading after the day when such that trading shall have has been fully resumed and such that reporting shall have has been restored. 3.2. Target The Closing shall deliver to the Trust be held at the Closing a schedule of its Assets as Investment Companies’ offices or at another place the Investment Companies shall agree.. 3.2 EQAT shall direct the custodian of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall Portfolios’ assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund Portfolio at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Portfolio, as reflected on Acquiring Portfolio’s books immediately after the Closing, does or will conform to that information on Target’s books immediately before the Closing. 3.3. The Transfer Agent 3.3 EQAT shall direct its transfer agent to deliver to it at or immediately after the Closing a certificate as to Certificate stating that its records contain (a) the opening on Acquiring Fund's share transfer books name, address, and taxpayer identification number of accounts each Shareholder, (b) the number of full and fractional shares in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf outstanding class of Target Shares each Shareholder owns, and Acquiring Fund(c) the dividend reinvestment elections, respectivelyif any, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Timeapplicable to each Shareholder, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The ReorganizationUnless the Trust determines otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ”) shall be deemed to take place occur simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the a date thereof or at such other time upon as to which the parties may they agree ("or Acquired Fund determines) (“Effective Time"”). If, at or immediately before the Valuation Time, (a) the NYSE or another primary trading market for Fund securities of either Fund (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE an Exchange or elsewhere is disrupted, so that that, in either Board’s judgment, accurate appraisal of the net value of Target and either Fund’s net assets and/or the NAV for per share of any class of Acquiring Fund Shares is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time Time) shall be postponed until the first business day on which that Exchange is open for regular trading after the day when such that trading shall have has been fully resumed and such that reporting shall have has been restored. The Closing shall be held at the Trust’s offices or at another place as it determines. 3.2. Target Acquired Fund shall deliver to direct the Trust at the Closing a schedule of its Assets as custodian of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall Funds’ assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Acquired Fund shall direct its transfer agent to deliver to the Trust at or immediately after the Closing a certificate Certificate stating that its records contain (a) the name, address, and taxpayer identification number of each Shareholder, (b) the number of full and fractional shares in each outstanding class of Acquired Fund Shares each Shareholder owns, and (c) the dividend reinvestment elections, if any, applicable to each Shareholder, all at the Effective Time. 3.4. The Trust shall direct its transfer agent to deliver to the Acquired Fund, (a) at the Closing, a confirmation, or other evidence satisfactory to Acquired Fund, that the Acquiring Fund Shares to be issued to Acquired Fund pursuant to paragraph 1.1(a) have been credited to Acquired Fund’s account on Acquiring Fund’s shareholder records and (b) at or as soon as reasonably practicable after the Closing, a Certificate as to the opening on Acquiring Fund's share transfer books of accounts on those records in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably requestShareholders (except Shareholders in whose names accounts thereon already exist). 3.43.5. The Trust, on behalf of Target and Acquiring Fund, respectivelythe respective Funds, shall deliver to the other at the Closing (a) a certificate executed Certificate in its name by its President or a Vice President form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement herein are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby and (b) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the Trust determines to be needed. .

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the parties agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on or about April 30, 2021 (“Effective Time”), . The Closing shall occur be held at the Funds' principal officesoffices of Gemini Fund Services, located at 1055 WLLC, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which . 2.2 Trust shall direct the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value custodian of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver Fund’s assets to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that and verifying that: (a) the Assets held by the custodian it holds will be transferred to Acquiring Survivor Fund at the Effective Time and Time; (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made; and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target Fund to Survivor Fund, as reflected on Survivor Fund’s books immediately after the Effective Time, does or will conform to that information on Target Fund’s books immediately before the Effective Time. 3.3. The Transfer Agent 2.3 Trust shall direct its transfer agent to deliver at the Closing Closing: (a) to Trust, a certificate Certificate: (1) verifying that Target Fund’s shareholder records contain each Shareholder’s name and address and the number of full and fractional outstanding Target Fund Shares that each such Shareholder owns at the Effective Time; and (2) as to the opening on Acquiring Fund's share transfer books of accounts on Survivor Fund’s shareholder records in the names of Target's the Shareholders. The Trust shall issue ; and deliver (b) to Trust, a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring Fund's Trust, that the Survivor Fund Shares to be credited to Target Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's Target Fund’s account on Acquiring those records. 2.4 Trust shall deliver to Trust and Advisor, within five days before the Closing, a Certificate listing each security, by name of issuer and number of shares, that is being carried on Target Fund's books. ’s books at an estimated fair market value provided by an authorized pricing vendor for Target Fund. 2.5 At the Closing, the Trust shall deliver, on behalf of each party shall deliver to the other such Fund, as applicable: (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Trust or its counsel may reasonably request. 3.4. The Trustrequests; and (b) a Certificate in form and substance satisfactory to the recipient, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Unless the Funds agree otherwise, (a) the Reorganization, together with related acts necessary to consummate the same it ("“Closing"”), shall occur at the Funds' principal officesoffices of Adviser, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, on the later of (i) the date the Articles Supplementary are accepted for record by the Department or at such other place and/or (ii) a later date specified in the Articles Supplementary not more than 30 days after they are so accepted (which later date must be a day on such other date upon which the parties may agree. All NYSE is open for regular trading (“Business Day”)), and (b) all acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business at 5:00 p.m., Eastern Time, on the that date thereof or at such other time upon which the parties may agree ("“Effective Time"”). If, immediately before the Valuation Time, (ai) the NYSE or another primary trading market for portfolio securities of either Fund (each, an “Exchange”) is closed to trading or trading thereon is restricted or (bii) trading or the reporting of trading on the NYSE an Exchange or elsewhere is disrupted, so that accurate appraisal of the Acquired Fund’s net value of Target and and/or the NAV for of a share of Acquiring Fund Common Stock is impracticable, the Valuation Time shall be postponed until the first Business Day after the day when such trading has been fully resumed and such reporting has been restored and the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restoredfollowing Business Day. 3.2. Target Acquired Fund shall deliver direct its custodian to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer (a) verifying that the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Acquired Fund to Acquiring Fund, as reflected on Acquiring Fund’s books immediately after the Closing, does or will conform to such information on Acquired Fund’s books immediately before the Closing and (b) stating that (ai) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and (bii) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Acquired Fund shall deliver, or shall have its transfer agent deliver, to Acquiring Fund at the Closing a list of the Stockholders’ names and addresses, and the number of full and, in the case of the Plan Agent, fractional outstanding shares of Acquired Fund Stock each Stockholder owns, at the Effective Time, certified by Acquired Fund’s Secretary or Assistant Secretary or by its transfer agent, as applicable. Acquiring Fund shall direct its transfer agent to deliver at the Closing a certificate as to the opening on Acquiring Fund's share transfer books of accounts in the Stockholders’ names of Target's Shareholderson Acquiring Fund’s stockholder records. The Trust Acquiring Fund shall issue and deliver to Acquired Fund a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquired Fund, that the Acquiring Fund's Shares Fund Stock to be credited to Target Acquired Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have has been credited to Target's Acquired Fund’s account on Acquiring Fund's bookssuch records. At the Closing, each party Fund shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party Fund or its counsel may reasonably requestrequests. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, Each Fund shall deliver to the other at the Closing a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The ReorganizationUnless the Trust determines otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ”) shall be deemed to take place occur simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the a date thereof or at such other time upon as to which the parties may they agree ("“Effective Time"”). If, at or immediately before the Valuation Time, (a) the NYSE or another primary trading market for Fund securities of either Fund (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE an Exchange or elsewhere is disrupted, so that that, in either Board’s judgment, accurate appraisal of the net value of Target and either Fund’s net assets and/or the NAV for per share of any class of Acquiring Fund Shares is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time Time) shall be postponed until the first business day on which that Exchange is open for regular trading after the day when such that trading shall have has been fully resumed and such that reporting shall have has been restored. The Closing shall be held at the Trust’s offices or at another place as it determines. 3.2. Target Acquired Fund shall deliver to direct the Trust at the Closing a schedule of its Assets as custodian of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall Fund’s assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Acquired Fund shall direct its transfer agent to deliver to the Trust at or immediately after the Closing a certificate Certificate stating that its records contain (a) the name, address, and taxpayer identification number of each Shareholder, (b) the number of full and fractional shares in each outstanding class of Acquired Fund Shares each Shareholder owns, and (c) the dividend reinvestment elections, if any, applicable to each Shareholder, all at the Effective Time. 3.4. The Trust shall direct its transfer agent to deliver to the Acquired Fund, (a) at the Closing, a confirmation, or other evidence satisfactory to Acquired Fund, that the Acquiring Fund Shares to be issued to Acquired Fund pursuant to paragraph 1.1(a) have been credited to Acquired Fund’s account on Acquiring Fund’s shareholder records and (b) at or as soon as reasonably practicable after the Closing, a Certificate as to the opening on Acquiring Fund's share transfer books of accounts on those records in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably requestShareholders (except Shareholders in whose names accounts thereon already exist). 3.43.5. The Trust, on behalf of Target and Acquiring Fund, respectivelythe respective Funds, shall deliver to the other at the Closing (a) a certificate executed Certificate in its name by its President or a Vice President form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement herein are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby and (b) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the Trust determines to be needed. .

Closing and Effective Time. 3.1. 2.1 The Reorganization, together with related acts necessary to consummate the same ("ClosingCLOSING"), shall occur at the FundsInvestment Companies' principal officesoffices on August 1, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, 2006 or at such other place and/or on such other date upon as to which the parties Investment Companies may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business (I.E., 4:00 p.m., Eastern time) on the date thereof or at such other time upon which the parties may agree ("Effective TimeEFFECTIVE TIME"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target 2.2 The Corporation shall deliver direct the custodian for its assets ("CUSTODIAN") to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred have been delivered in proper form to Acquiring New Fund within two business days before or at the Effective Time and (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Each of Old Fund's portfolio securities represented by a certificate or other written instrument shall be transferred and delivered by Old Fund as of the Effective Time for New Fund's account duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Effective Time by book entry, in accordance with the customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the 1940 Act) in which any Assets are ▇▇▇▇▇▇▇▇d, the Assets that are deposited with such depositories. The cash to be transferred by Old Fund shall be delivered by wire transfer of federal funds at the Effective Time. 3.3. 2.3 The Transfer Agent Corporation shall direct its transfer agent to deliver at the Closing a certificate as to the opening on Acquiring of an authorized officer stating that Old Fund's share transfer books contain the number of accounts in full and fractional outstanding Old Fund Shares each Shareholder owned immediately before the names Closing. 2.4 The Corporation shall deliver to the Trust at the Closing a certificate of Target's Shareholders. The Trust shall issue an authorized officer of the Corporation setting forth information (including adjusted basis and deliver a confirmation to Target evidencing Acquiring holding period, by lot) concerning the Assets, including all portfolio securities, on Old Fund's Shares to be credited to Target at books immediately before the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party Time. 2.5 Each Investment Company shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President in form and substance reasonably satisfactory to the recipient and dated as the date of the Effective TimeClosing, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the parties agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on or about December 12, 2014 (“Effective Time”), . The Closing shall occur be held at the Funds' principal officesoffices of Gemini Fund Services, located at 1055 WLLC, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which . 2.2 Trust shall direct the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value custodian of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver Fund’s assets to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets held by the custodian it holds will be transferred to Acquiring Survivor Fund at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target Fund to Survivor Fund, as reflected on Survivor Fund’s books immediately after the Effective Time, does or will conform to that information on Target Fund’s books immediately before the Effective Time. 3.3. The Transfer Agent 2.3 Trust shall direct its transfer agent to deliver at the Closing (a) to Trust, a certificate Certificate (1) verifying that Target Fund’s shareholder records contain each Shareholder’s name and address and the number of full and fractional outstanding Target Fund Shares that each such Shareholder owns at the Effective Time and (2) as to the opening on Acquiring Fund's share transfer books of accounts on Survivor Fund’s shareholder records in the names of Target's Shareholders. The Trust shall issue the Shareholders and deliver (b) to Trust, a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring Fund's Trust, that the Survivor Fund Shares to be credited to Target Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's Target Fund’s account on Acquiring those records. 2.4 Trust shall deliver to Trust and Adviser, within five days before the Closing, a Certificate listing each security, by name of issuer and number of shares, that is being carried on Target Fund's books. ’s books at an estimated fair market value provided by an authorized pricing vendor for Target Fund. 2.5 At the Closing, the Trust shall deliver, on behalf of each party shall deliver to the other such Fund, as applicable, (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Trust or its counsel may reasonably request. 3.4. The Trustrequests and (b) a Certificate in form and substance satisfactory to the recipient, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the parties agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on or about December 4, 2020 (“Effective Time”), . The Closing shall occur be held at the Funds' principal officesoffices of State Street, located at 1055 W▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which . 2.2 Corporation shall direct the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value custodian of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver Fund’s assets to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets held by the custodian it holds will be transferred to Acquiring Survivor Fund at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target Fund to Survivor Fund, as reflected on Survivor Fund’s books immediately after the Effective Time, does or will conform to that information on Target Fund’s books immediately before the Effective Time. 3.3. The Transfer Agent 2.3 Corporation shall direct its transfer agent to deliver at the Closing (a) to Corporation, a certificate Certificate (1) verifying that Target Fund’s shareholder records contain each Shareholder’s name and address and the number of full and fractional outstanding Target Fund Shares that each such Shareholder owns at the Effective Time and (2) as to the opening on Acquiring Fund's share transfer books of accounts on Survivor Fund’s shareholder records in the names of Target's Shareholders. The Trust shall issue the Shareholders and deliver (b) to Corporation, a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring Fund's Corporation, that the Survivor Fund Shares to be credited to Target Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's Target Fund’s account on Acquiring those records. 2.4 Corporation shall deliver to Corporation and Ohio National, within five days before the Closing, a Certificate listing each security, by name of issuer and number of shares, that is being carried on Target Fund's books. ’s books at an estimated fair market value provided by an authorized pricing vendor for Target Fund. 2.5 At the Closing, the Investment Company shall deliver, on behalf of each party shall deliver to the other such Fund, as applicable, (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Investment Company or its counsel may reasonably request. 3.4. The Trustrequests and (b) a Certificate in form and substance satisfactory to the recipient, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇3435 Stelzer Road, Columbus, ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________43219 on October 5, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The 3.1 Unless the Funds determine otherwise, the Reorganization, together with related acts necessary to consummate the same it ("“Closing"”), shall occur at the Funds' principal officesAcquiring Fund’s offices on or about March 31, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇.2013 or as soon thereafter as practicable after all regulatory approvals have been obtained, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All and all acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the date thereof or at such other time upon which the parties may agree ("“Effective Time"”). If, If at or immediately before the Valuation Time, Time (a) the NYSE or another primary trading market for portfolio securities of either Fund (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE an Exchange or elsewhere is disrupteddisrupted so that, so that in the Board’s judgment, accurate appraisal of the net value of Target and either Fund’s net assets and/or the NAV for per Acquiring Fund Share is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time Time) shall be postponed until the first business day after the day when such that trading shall have has been fully resumed and such that reporting shall have has been restored. 3.2. 3.2 The Target shall deliver to direct the Trust at the Closing a schedule of its Assets as custodian of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall ’s assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Fund, as reflected on Acquiring Fund’s books immediately after the Closing, does or will conform to that information on Target’s books immediately before the Closing. 3.3. 3.3 The Transfer Agent Target shall direct its transfer agent to deliver at the Closing (a) a certificate Certificate (1) verifying that Target’s shareholder records contain each Shareholder’s name and address and the number of full and fractional outstanding Target Shares the Shareholder owns at the Effective Time and (2) as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing the Shareholders (except Shareholders in whose names accounts thereon already exist) on Acquiring Fund's ’s shareholder records and (b) a confirmation, or other evidence satisfactory to the Target, that the Acquiring Fund Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's ’s account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably requestthose records. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇Wash▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.12.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the FundsTrusts' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ _________office on March ___, 20011999, or on such other date and/or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the Trusts' close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.22.2. Target Old Trust shall deliver to the New Trust at the Closing a schedule of its the Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. TargetOld Fund's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring New Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.32.3. The Transfer Agent shall deliver at the Closing a certificate as to the opening on Acquiring New Fund's share transfer books of accounts in the names of Target's Shareholders' names. The New Trust shall issue and deliver a confirmation to Target Old Trust evidencing Acquiring Fund's New Fund Shares to be credited to Target Old Fund at the Effective Time or provide evidence satisfactory to Target Old Trust that Acquiring Fund's Shares such shares have been credited to TargetOld Fund's account on Acquiring Fund's such books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.42.4. The Trust, on behalf of Target and Acquiring Fund, respectively, Each Trust shall deliver to the other at the Closing a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at on and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization3.1 Unless the Trust determines otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ”) shall be deemed to take place occur simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on June [18], 2021, or a later date the date thereof or at such other time upon which the parties may agree Trust determines ("“Effective Time"”). If, at or immediately before the Valuation Time, (a) the NYSE or another primary trading market for portfolio securities of either Portfolio (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE an Exchange or elsewhere is disrupteddisrupted so that, so that in the Board’s judgment, accurate appraisal of the net value of Target and either Portfolio’s net assets and/or the NAV for per share of either class of Acquiring Fund Portfolio Shares is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time Time) shall be postponed until the first business day on which that Exchange is open for regular trading after the day when such that trading shall have has been fully resumed and such that reporting shall have has been restored. The Closing shall be held at the Trust’s offices or at another place the Trust determines. 3.2. Target 3.2 The Trust shall deliver to direct the Trust at the Closing a schedule of its Assets as custodian of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall Portfolios’ assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund Portfolio at the Effective Time and (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. 3.3 The Transfer Agent Trust shall direct its transfer agent to deliver to it at or immediately after the Closing a certificate as to Certificate stating that its records contain (a) the opening on Acquiring Fund's share transfer books name, address, and taxpayer identification number of accounts each Shareholder, (b) the number of full and fractional shares in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf outstanding class of Target Shares each Shareholder owns, and Acquiring Fund(c) the dividend reinvestment elections, respectivelyif any, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Timeapplicable to each Shareholder, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.12.1. The ReorganizationUnless the Investment Companies agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ”) shall be deemed to take place simultaneously as of the close of business 8:00 a.m., Eastern time) on the date thereof December 24, 2018 (“Effective Time”). The Closing shall be held at Acquiring Trust’s offices or at such other time upon place as to which the parties may agree Investment Companies agree. 2.2. Target Trust shall cause the custodian of Target Fund’s assets ("“Old Custodian”) (a) to make Target Fund’s portfolio securities available to Acquiring Trust (or to its custodian (“New Custodian”), if Acquiring Trust so directs), for examination, no later than five business days preceding the Effective Time and (b) to transfer and deliver the Assets at the Effective Time to the New Custodian for Acquiring Fund’s account, as follows: (1) duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers, (2) by book entry, in accordance with the Old Custodian’s customary practices and any securities depository (as defined in Rule 17f-4 under the ▇▇▇▇ ▇▇▇) in which Target Fund’s assets are deposited, in the case of Target Fund’s portfolio securities and instruments deposited with those depositories, and (3) by wire transfer of federal funds in the case of cash. Target Trust shall also direct the Old Custodian to deliver at the Closing an authorized officer’s certificate (a) stating that pursuant to proper instructions provided to the Old Custodian by Target Trust, the Old Custodian has delivered in proper form all of Target Fund’s portfolio securities, cash, and other assets to the New Custodian for Acquiring Fund’s account and (b) attaching a schedule setting forth information (including adjusted basis and holding period, by lot) concerning the Assets. The New Custodian shall certify to Acquiring Trust that such information, as reflected on Acquiring Fund’s books immediately after the Effective Time"), does or will conform to that information as so certified by the Old Custodian. 2.3. IfTarget Trust shall, immediately before or cause its transfer agent to, deliver to Acquiring Trust at the Valuation Closing an authorized officer’s certificate listing the record Shareholders’ names and the number of outstanding Target Fund Shares each such Shareholder owns, all at the Effective Time, certified by Target Trust’s Secretary or Assistant Secretary. Target Trust shall direct its transfer agent to deliver to Acquiring Trust at the Closing an authorized officer’s certificate showing the number of outstanding Target Fund Shares, all at the Effective Time, certified by its transfer agent. Acquiring Trust shall, or cause its transfer agent to, deliver to Target Trust at or as soon as reasonably practicable after the Closing an authorized officer’s certificate listing the record Shareholders’ names and the number of shares of Acquiring Fund to be credited to Target Fund Shareholders at the Effective Time. Acquiring Trust shall direct its transfer agent to deliver to Target Trust, at or as soon as reasonably practicable after the Closing, an authorized officer’s certificate as to the number of outstanding Acquiring Fund Shares which have been credited to Target Fund’s account on the Acquiring Fund’s shareholder records. 2.4. In the event that immediately prior to Effective Time (a) the NYSE is primary trading market for portfolio securities of Acquiring Fund or Target Fund shall be closed to trading or trading thereon is restricted thereupon shall be restricted, or (b) trading or the reporting of trading on the NYSE such exchange or elsewhere is disruptedshall be disrupted so that, so that in the judgment of the Board members of either party to this Agreement, accurate appraisal of the net value of Target and the NAV for Acquiring Fund Shares is impracticable, the Effective Time Closing shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.22.5. Target Trust shall deliver to Acquiring Trust and the Investment Adviser, within five business days before the Closing, an authorized officer’s certificate listing each security, by name of issuer and number of shares, that is being carried on Target Fund’s books at an estimated fair market value provided by an authorized pricing vendor for Target Fund. 2.6. If requested by Acquiring Trust, Target Trust shall direct BBD LLP, an independent registered public accounting firm that audits Target Trust’s books, and other applicable service providers, to provide access at the Closing a schedule of its Assets as of to all work papers and supporting statements related to financial statements and tax returns, including those related to ASC ▇▇▇-▇▇-▇▇ (formerly, “Accounting for Uncertainty in Income Taxes,” FASB Interpretation No. 48, July 13, 2006), pertaining to Target Fund (collectively, “Work Papers”) for all fiscal and taxable periods ended October 31, 2017, and for the period from that date through the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books2.7. At the Closing, each party Investment Company shall deliver to the other such (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Investment Company or its counsel may reasonably request. 3.4. The Trust, on behalf of Target requests and Acquiring Fund, respectively, shall deliver at the Closing (b) a certificate executed in its name by its President or a Vice President form and substance satisfactory to the recipient, and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Unless the Funds agree otherwise, (a) the Reorganization, together with related acts necessary to consummate the same it ("Closing"CLOSING), shall occur at the Funds' principal officesoffices of Advisor, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, on the later of (i) the date the Articles of Transfer and Articles Supplementary are accepted for record by the Department or at such other place and/or (ii) a later date specified in both the Articles of Transfer and Articles Supplementary not more than 30 days after they are so accepted (which later date must be a day on such other date upon which the parties may agree. All NYSE is open for regular trading (BUSINESS DAY)), and (b) all acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business at 5:00 p.m., Eastern Time, on the that date thereof or at such other time upon which the parties may agree ("Effective Time"EFFECTIVE TIME). If, immediately before the Valuation Time, (ai) the NYSE or another primary trading market for portfolio securities of either Fund (each, an EXCHANGE) is closed to trading or trading thereon is restricted or (bii) trading or the reporting of trading on the NYSE an Exchange or elsewhere is disrupted, so that accurate appraisal of the Acquired Funds net value of Target and and/or the NAV for of a share of Acquiring Fund Common Stock is impracticable, the Valuation Time shall be postponed until the first Business Day after the day when such trading has been fully resumed and such reporting has been restored and the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restoredfollowing Business Day. 3.2. Target Acquired Fund shall deliver direct its custodian to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer (a) verifying that the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Acquired Fund to Acquiring Fund, as reflected on Acquiring Funds books immediately after the Closing, does or will conform to such information on Acquired Funds books immediately before the Closing and (b) stating that (ai) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and (bii) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Acquired Fund shall deliver, or shall have its transfer agent deliver, to Acquiring Fund at the Closing a list of the Stockholders names and addresses, and the number of full and, in the case of the Plan Agent, fractional outstanding shares of Acquired Fund Stock each Stockholder owns, at the Effective Time, certified by Acquired Funds Secretary or Assistant Secretary or by its transfer agent, as applicable. Acquiring Fund shall direct its transfer agent to deliver at the Closing a certificate as to the opening on Acquiring Fund's share transfer books of accounts in the Stockholders names of Target's Shareholderson Acquiring Funds stockholder records. The Trust Acquiring Fund shall issue and deliver to Acquired Fund a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquired Fund, that the Acquiring Fund's Shares Fund Stock to be credited to Target Acquired Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have has been credited to Target's Acquired Funds account on Acquiring Fund's bookssuch records. At the Closing, each party Fund shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party Fund or its counsel may reasonably requestrequests. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, Each Fund shall deliver to the other at the Closing a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the Investment Companies agree otherwise, together with related all acts necessary to consummate the same Reorganization ("Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the “ Closing ”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on or after [____], 2023 (“ Effective Time ”). The Closing shall be held at the date thereof New Trust’s offices or at such other time upon place as to which the parties may agree Investment Companies agree. 2.2 The Old Trust shall cause the custodian of the Existing Fund’s assets ("Effective Time"). If, immediately before the Valuation Time, “Old Custodian”) (a) to make the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver Existing Fund’s portfolio securities available to the New Trust at (or to its custodian (“New Custodian”), if the Closing a schedule of its Assets as of the Effective TimeNew Trust so directs), which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at examination, no later than five business days preceding the Effective Time and (b) all necessary taxes to transfer and deliver the Assets at the Effective Time to the New Custodian for the New Fund’s account, as follows: (1) duly endorsed in conjunction proper form for transfer in such condition as to constitute good delivery thereof in accordance with the delivery custom of brokers, (2) by book entry, in accordance with the Old Custodian’s customary practices and any securities depository (as defined in Rule 17f-4 under the 1940 Act) in which the Existing Fund’s assets are deposited, in the case of the AssetsExisting Fund’s portfolio securities and instruments deposited with those depositories, including all applicable and (3) by wire transfer of federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3funds in the case of cash. The Transfer Agent Old Trust shall also direct the Old Custodian to deliver at the Closing an authorized officer’s certificate (a) stating that pursuant to proper instructions provided to the Old Custodian by the Old Trust, the Old Custodian has delivered all of the Existing Fund’s portfolio securities, cash, and other Assets to the New Custodian for New Fund’s account and (b) attaching a schedule setting forth information (including adjusted basis and holding period, by lot) concerning the Assets. The New Custodian shall certify to the New Trust that such information, as reflected on New Fund’s books immediately after the Effective Time, does or will conform to that information as so certified by the Old Custodian. 2.3 The Old Trust shall deliver, or shall direct its transfer agent to deliver, to the New Trust at the Closing an authorized officer’s certificate listing the Shareholders’ names and addresses together with the number of full and fractional outstanding Existing Fund Shares, by class, each such Shareholder owns, at the Effective Time, certified by the Old Trust’s Secretary or Assistant Secretary or by its transfer agent, as applicable. The New Trust shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing an authorized officer’s certificate as to the opening on Acquiring Fund's share transfer books of accounts on New Fund’s shareholder records in the names of Target's Shareholders. The Trust shall issue the listed Shareholders and deliver a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring Fund's the Old Trust, that the New Fund Shares to be credited to Target the Existing Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's the Existing Fund’s account on Acquiring those records. 2.4 The Old Trust shall deliver to the New Trust and the Adviser within five days before the Closing, an authorized officer’s certificate listing each security, by name of issuer and number of shares that is being carried on the Existing Fund's books. ’s books at an estimated fair market value provided by an authorized pricing vendor for the Existing Fund. 2.5 At the Closing, each party Investment Company shall deliver to the other such (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Investment Company or its counsel may reasonably request. 3.4. The Trust, on behalf of Target requests and Acquiring Fund, respectively, shall deliver at the Closing (b) a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient, and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the Investment Companies agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on April 25, 2025 (“Effective Time” and “Closing Date”), . The Closing shall occur be held at the Funds' principal offices, located offices of Ultimus at 1055 W▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which . 2.2 Current Trust shall direct the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as custodian of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed Existing Fund’s assets to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets held by the custodian it holds will be transferred to Acquiring the New Fund at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by the Existing Fund to the New Fund, as reflected on the New Fund’s books immediately after the Effective Time, does or will conform to that information on the Existing Fund’s books immediately before the Effective Time. 3.3. The Transfer Agent 2.3 Current Trust shall direct its transfer agent to deliver at the Closing (a) to New Trust, a certificate Certificate (1) verifying that the Existing Fund’s shareholder records contain each Shareholder’s name and address and the number of full and fractional outstanding Existing Fund Shares, by class, each such Shareholder owns at the Effective Time and (2) as to the opening on Acquiring Fund's share transfer books of accounts on New Fund’s shareholder records in the names of Target's Shareholders. The Trust shall issue the Shareholders and deliver (b) to Current Trust, a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring Fund's Current Trust, that the New Fund Shares to be credited to Target the Existing Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's the Existing Fund’s account on Acquiring those records. 2.4 Current Trust shall deliver to New Trust, at such time prior to the Closing, as the parties mutually agree a Certificate listing each security, by name of issuer and number of shares, that is being carried on Existing Fund's books. ’s books at an estimated fair market value provided by an authorized pricing vendor for the Existing Fund. 2.5 At the Closing, each party Investment Company shall deliver to the other such bills any (a) bill of sale, checkscheck, assignmentsassignment, stock certificatesshare certificate, receipts, receipt or other documents as document the other party Investment Company or its counsel may reasonably request. 3.4. The Trustrequests and (b) a Certificate in form and substance satisfactory to the recipient, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby. 2.6 In the event that at the Effective Time the NYSE or another primary trading market for portfolio securities of the New Fund or the Existing Fund (each, an “Exchange”) shall be closed to trading or trading thereupon shall be restricted, or trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the mutual judgment of the Current Trust’s Board and the New Trust’s Board, accurate appraisal of the value of the net assets of the Existing Fund or the New Fund, respectively, is impracticable, the Effective Time shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

Closing and Effective Time. 3.1. The ReorganizationUnless the Investment Companies agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ”) shall be deemed to take place occur simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the a date thereof or at such other time upon as to which the parties may they agree ("or Acquired Fund determines) (“Effective Time"”). If, at or immediately before the Valuation Time, (a) the NYSE or another primary trading market for Fund securities of either Fund (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE an Exchange or elsewhere is disrupted, so that that, in either Board’s judgment, accurate appraisal of the net value of Target and either Fund’s net assets and/or the NAV for per share of any class of Acquiring Fund Shares is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time Time) shall be postponed until the first business day on which that Exchange is open for regular trading after the day when such that trading shall have has been fully resumed and such that reporting shall have has been restored. The Closing shall be held at the Investment Companies’ offices or at another place as to which they agree. 3.2. Target Acquired Fund shall deliver to direct the Trust at the Closing a schedule of its Assets as custodian of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall Funds’ assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Acquired Fund shall direct its transfer agent to deliver to the Acquiring Investment Company at or immediately after the Closing a certificate as to Certificate stating that its records contain (a) the opening on Acquiring Fund's share transfer books name, address, and taxpayer identification number of accounts each Shareholder, (b) the number of full and fractional shares in the names each outstanding class of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Acquired Fund Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closingeach Shareholder owns, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.and

Closing and Effective Time. 3.12.1. The ReorganizationUnless the Investment Companyies agree otherwise, together with related all acts necessary to consummate the same Reorganization ("Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the date thereof or at such other time upon which the parties may agree December 28, 2012 ("Effective Time"), provided that, if the conditions to Closing set forth in paragraph 5 shall not have been satisfied or (to the extent capable of being waived) waived, the Closing shall take place simultaneously as of immediately after the Effective Time on a date mutually agreed upon by the parties. If, immediately before The Closing shall be held at Trust's offices or at such other place as to which the Valuation Time, Investment Companies agree. 2.2. Acquired Fund shall cause the custodian of Acquired Fund’s Assets (“Acquired Fund Custodian”) (a) the NYSE is closed to trading make Acquired Fund’s Assets available to Trust (or trading thereon is restricted or to its custodian (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for “Acquiring Fund is impracticableCustodian”), the Effective Time shall be postponed until the first if Trust so directs), for examination, no later than five business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at days preceding the Effective Time and (b) all necessary taxes to transfer and deliver the Assets at the Effective Time to the Acquiring Fund Custodian for Acquiring Fund's account, as follows: (1) duly endorsed in conjunction proper form for transfer in such condition as to constitute good delivery thereof in accordance with the delivery custom of brokers, (2) by book entry, in accordance with the Acquired Fund Custodian's customary practices and any securities depository (as defined in Rule 17f-4 under the ▇▇▇▇ ▇▇▇) in which Acquired Fund's Assets are deposited, in the case of Acquired Fund's portfolio securities and instruments deposited with those depositories, and (3) by wire transfer of federal funds in the case of cash. Acquired Fund shall also direct the Acquired Fund Custodian to deliver to Trust at the Closing an authorized officer's certificate (A) stating that pursuant to proper instructions provided to the Acquired Fund Custodian by Acquired Fund, the Acquired Fund Custodian has delivered all of Acquired Fund's portfolio securities, cash, and other Assets to the Acquiring Fund Custodian for Acquiring Fund's account and (B) attaching a schedule setting forth information (including the adjusted basis and holding period, by lot) concerning the Assets. The Acquiring Fund Custodian shall certify to Trust and Acquired Fund that such information, including as reflected on Acquiring Fund's books immediately after the Effective 'lime, does or will conform to that information as so certified by the Acquired Fund Custodian and that Acquiring Fund Custodian has received, or otherwise has custody of, all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been madesuch Assets of Acquired Fund. 3.32.3. The Transfer Agent Acquired Fund shall deliver, or shall direct its transfer agent to deliver, to Trust at the Closing an authorized officer's certificate listing the Shareholders' names and addresses together with the number of full and fractional outstanding Acquired Fund Shares each such Shareholder owns, at the Effective Time, certified by Acquired Fund's Secretary or Assistant Secretary or by its transfer agent, as applicable. Trust shall deliver, or direct its transfer agent to deliver at the Closing a or on the Monday following the Closing to Acquired Fund an authorized officer's certificate as to the opening of accounts on Acquiring Fund's share transfer books of accounts shareholder records in the names of Target's Shareholders. The Trust shall issue of' the listed Shareholders and deliver a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring Acquired Fund's , that the Acquired Fund Shares to be credited to Target Acquired Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to TargetAcquired Fund's account on those records at that time and thereafter transferred to the Shareholders' accounts in accordance with paragraph 1.5. 2.4. Acquired Fund shall deliver to Trust and Acquiring Fund Manager, within five days before the Closing, an authorized officer's certificate listing each security, by name of issuer and number of shares, that is being carried on Acquired Fund's booksbooks at an estimated fair market value provided by an authorized pricing vendor for Acquired Fund or otherwise, as determined within 5 days before the closing, by Acquired Fund in accordance with the portfolio valuation methods described in its registration statement and that comply with tile requirements of the 1940 Act. 2.5. At the Closing, each party Investment Company shall deliver to the other such (a) bills of sale, checks, assignments, stock certificatesassumptions, receipts, or and/or other documents as the other party Investment Company or its counsel may reasonably request. 3.4. The Trust, on behalf of Target requests and Acquiring Fund, respectively, shall deliver at the Closing (b) a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient, and dated as of the Effective Time, to the effect that the representations and warranties it such Investment Company made in this Agreement are true and correct in all material respects (or, if a representation and warranty already contains a materiality qualifier, in all such respects) at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated hereby and, except as any failure of such representations and warranties to be true and correct in all material respects (or in all respects, as the case may be) would not have a material and adverse effect on the other investment Company. For purposes of this paragraph and any other provisions of this Agreement where a material adverse change, material adverse effect, or material and adverse effect is relevant, a material adverse change, material adverse effect or material and adverse effect shall not include effects or changes arising out of, or resulting from: (1) a decline in NAV per share due to declines in market values of portfolio securities or investments, the discharge of liabilities, or the redemption of shares by shareholders; (2) payment of normal operating expenses, dividends and capital gain distributions, (3) changes in applicable laws, rules and/or regulations or generally accepted accounting principals (as consistently applied in the United States, "GAAP"); (4) the public announcement of this Agreement or the transactions contemplated hereby; (5) actions required by this Agreement; (6) any national or international political or social event or circumstance, such as acts or war (whether or not declared), sabotage, terrorism, military actions or other force majeure events; (7) changes affecting generally the investment management industry in which the Investment Companies operate, or changes in general U.S. economic or market conditions, in each case which do not have a disproportionate impact or affect on Acquired Fund or Acquiring Fund (as applicable); or (8) any change that is consented to in writing by the parties.

Closing and Effective Time. 3.1. The 3.1 Unless the Funds determine otherwise, the Reorganization, together with related acts necessary to consummate the same ("Closing"it ( Closing ), shall occur at the Funds' principal officesAcquiring Fund s offices on or about March 19th , located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇.2013 or as soon thereafter as practicable after all regulatory approvals have been obtained, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All and all acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the date thereof or at such other time upon which the parties may agree ("( Effective Time"Time ). If, If at or immediately before the Valuation Time, Time (a) the NYSE or another primary trading market for portfolio securities of either Fund (each, an Exchange ) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE an Exchange or elsewhere is disrupteddisrupted so that, so that in the Board s judgment, accurate appraisal of the net value of Target and either Fund s net assets and/or the NAV for per Acquiring Fund Share is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time Time) shall be postponed until the first business day after the day when such that trading shall have has been fully resumed and such that reporting shall have has been restored. 3.2. 3.2 The Target shall deliver to direct the Trust at the Closing a schedule of its Assets as custodian of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall Target s assets to deliver at the Closing a certificate of an authorized officer ( Certificate ) stating and verifying that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Fund, as reflected on Acquiring Fund s books immediately after the Closing, does or will conform to that information on Target s books immediately before the Closing. 3.3. 3.3 The Transfer Agent Target shall direct its transfer agent to deliver at the Closing (a) a certificate Certificate (1) verifying that Target s shareholder records contain each Shareholder s name and address and the number of full and fractional outstanding Target Shares the Shareholder owns at the Effective Time and (2) as to the opening on Acquiring Fund's share transfer books of accounts in the names of the Shareholders (except Shareholders in whose names accounts thereon already exist) on Acquiring Fund s shareholder records and (b) a confirmation, or other evidence satisfactory to the Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing , that the Acquiring Fund's Fund Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's Target s account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably requestthose records. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the Investment Companies agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on May 18, 2018 (“Effective Time”). The Closing shall be held at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, shall occur at the Funds' principal offices▇▇▇▇▇ ▇▇▇, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇.▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other another place and/or on such other date upon as to which the parties may Investment Companies agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target 2.2 Quaker Investment Trust shall deliver direct the custodian of Existing Fund’s assets to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund the custodian of New Fund’s assets at the Effective Time and (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Quaker Investment Trust shall direct its fund accounting and pricing agent to deliver at the Closing a certificate schedule detailing the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, to be transferred by Existing Fund to New Fund accompanied by a Certificate as to the accuracy of that information. 2.3 Quaker Investment Trust shall direct its transfer agent to deliver at the Closing to the Trust a Certificate verifying that Existing Fund’s shareholder records contain (a) each Shareholder’s name, address, and taxpayer identification number, (b) the number of full and fractional outstanding Existing Fund Shares, by class, that each such Shareholder owns at the Effective Time, (c) the dividend reinvestment elections, if any, applicable to each Shareholder, and (d) the backup withholding and nonresident alien withholding certifications, notices, or records on file with Existing Fund with respect to each Shareholder, all at the Effective Time. The Trust shall direct its transfer agent to deliver, at or as soon as reasonably practicable after the Closing, (e) to the Trust, a Certificate as to the opening on Acquiring Fund's share transfer books of accounts on New Fund’s shareholder records in the names of Target's Shareholders. The Trust shall issue the Shareholders and deliver (f) to Quaker Investment Trust, a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring Fund's Quaker Investment Trust, that the New Fund Shares to be credited to Target Existing Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's Existing Fund’s account on Acquiring those records. 2.4 Quaker Investment Trust shall direct its custodian to deliver to the Trust and Advisor, within five days before the Closing, a Certificate listing each security, by name of issuer and number of shares, that is carried on Existing Fund's ’s books. , at an estimated fair market value provided by an authorized pricing vendor for Existing Fund. 2.5 At the Closing, each party Investment Company shall deliver to the other such deliver, on behalf of its Fund, as applicable, (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Investment Company or its counsel may reasonably request. 3.4. The Trustrequests and (b) a Certificate in form and substance satisfactory to the recipient, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the parties agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on or about [*], 2019 (the “Effective Time”), . The Closing shall occur be held at the Funds' principal officesoffices of Mutual Shareholder Services, located at 1055 WLLC, 8▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which . 2.2 The Trust shall direct the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as custodian of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed Target Fund’s assets to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets held by the custodian it holds will be transferred to Acquiring the Survivor Fund at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by the Target Fund to the Survivor Fund, as reflected on the Survivor Fund’s books immediately after the Effective Time, does or will conform to that information on the Target Fund’s books immediately before the Effective Time. 3.3. 2.3 The Transfer Agent Trust shall direct its transfer agent to deliver at the Closing (a) to the Trust, a certificate Certificate (1) verifying that the Target Fund’s shareholder records contain each Target Fund Shareholder’s name and address and the number of full and fractional outstanding Target Fund Shares that each such Target Fund Shareholder owns at the Effective Time and (2) as to the opening on Acquiring Fund's share transfer books of accounts on the Survivor Fund’s shareholder records in the names of Target's Shareholders. The Trust shall issue the Target Fund Shareholders and deliver (b) to the Trust, a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring Fund's the Trust, that the Survivor Fund Shares to be credited to the Target Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's the Target Fund’s account on Acquiring those records. 2.4 The Trust shall deliver to the Trust and Advisor, within five days before the Closing, a Certificate listing each security, by name of issuer and number of shares, that is being carried on the Target Fund's books. ’s books at an estimated fair market value provided by an authorized pricing vendor for the Target Fund. 2.5 At the Closing, the Trust shall deliver, on behalf of each party shall deliver to the other such Fund, as applicable, (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Trust or its counsel may reasonably request. 3.4. The Trustrequests and (b) a Certificate in form and substance satisfactory to the recipient, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. 2.1 The Reorganization, together with related acts necessary to consummate the same ("ClosingCLOSING"), shall occur at the FundsInvestment Companies' principal officesoffices on July 31, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, 2006 or at such other place and/or on such other date upon as to which the parties Investment Companies may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business (I.E., 4:00 p.m., Eastern time) on the date thereof or at such other time upon which the parties may agree ("Effective TimeEFFECTIVE TIME"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target 2.2 The Corporation shall deliver direct the custodian for its assets ("CUSTODIAN") to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred have been delivered in proper form to Acquiring New Fund within two business days before or at the Effective Time and (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Each of Old Fund's portfolio securities represented by a certificate or other written instrument shall be transferred and delivered by Old Fund as of the Effective Time for New Fund's account duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Effective Time by book entry, in accordance with the customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the 1940 Act) in which any Assets are deposited, the Assets that are deposited with such depositories. The cash to be transferred by Old Fund shall be delivered by wire transfer of federal funds at the Effective Time. 3.3. 2.3 The Transfer Agent Corporation shall direct its transfer agent to deliver at the Closing a certificate as to the opening on Acquiring of an authorized officer stating that Old Fund's share transfer books contain the number of accounts in full and fractional outstanding Old Fund Shares each Shareholder owned immediately before the names Closing. 2.4 The Corporation shall deliver to the Trust at the Closing a certificate of Target's Shareholders. The Trust shall issue an authorized officer of the Corporation setting forth information (including adjusted basis and deliver a confirmation to Target evidencing Acquiring holding period, by lot) concerning the Assets, including all portfolio securities, on Old Fund's Shares to be credited to Target at books immediately before the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party Time. 2.5 Each Investment Company shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President in form and substance reasonably satisfactory to the recipient and dated as the date of the Effective TimeClosing, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("“Closing"”), shall occur at the Funds' Institutional Trust’s principal officesoffice on or about August 25, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 20012006, or at such other place and/or on such other date upon as to which the parties Investment Companies may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon as to which the parties Investment Companies may agree ("the “Effective Time"”). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted restricted, or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, disrupted so that accurate appraisal of the net value NAV of the Target Funds and the NAV for per share of the Acquiring Fund Shares is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target Retail Trust’s accounting and pricing agent shall deliver to the Trust at the Closing a schedule certificate of its Assets as of an authorized officer verifying that the Effective Timeinformation (including adjusted basis and holding period, which shall set forth for by lot) concerning the Assets, including all portfolio securities included therein their adjusted tax bases and holding periods securities, transferred by lotTarget Fund to Acquiring Fund, as reflected on Acquiring Fund’s books immediately following the Closing, does or will conform to such information on Target Fund’s books immediately before the Closing. Target's Retail Trust’s custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Retail Trust shall deliver to Institutional Trust at the Closing a list of the names and addresses of the Shareholders and the number of outstanding Target Fund Shares owned by each such Shareholder, all as of the Effective Time, certified by Retail Trust’s Secretary or Assistant Secretary. Institutional Trust’s transfer agent shall deliver at the Closing a certificate as to the opening on Acquiring Fund's ’s share transfer books of accounts in the names of Target's Shareholders’ names. The Institutional Trust shall issue and deliver a confirmation to Target Retail Trust evidencing the Acquiring Fund's Fund Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's ’s account on Acquiring Fund's ’s books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, receipts or other documents as the other party or its counsel may reasonably requestrequests. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, Each Investment Company shall deliver to the other at the Closing a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The ReorganizationUnless the Trust determines otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ”) shall be deemed to take place occur simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the a date thereof or at such other time upon as to which the parties may they agree ("“Effective Time"”). If, at or immediately before the Valuation Time, (a) the NYSE or another primary trading market for Fund securities of either Fund (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE an Exchange or elsewhere is disrupted, so that that, in either Board’s judgment, accurate appraisal of the net value of Target and either Fund’s net assets and/or the NAV for per share of any class of Acquiring Fund Shares is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time Time) shall be postponed until the first business day on which that Exchange is open for regular trading after the day when such that trading shall have has been fully resumed and such that reporting shall have has been restored. The Closing shall be held at the Trust’s offices or at another place as it determines. 3.2. Target Acquired Fund shall deliver to direct the Trust at the Closing a schedule of its Assets as custodian of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall Funds’ assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Acquired Fund shall direct its transfer agent to deliver to the Trust at or immediately after the Closing a certificate Certificate stating that its records contain (a) the name, address, and taxpayer identification number of each Shareholder, (b) the number of full and fractional shares in each outstanding class of Acquired Fund Shares each Shareholder owns, and (c) the dividend reinvestment elections, if any, applicable to each Shareholder, all at the Effective Time. 3.4. The Trust shall direct its transfer agent to deliver to the Acquired Fund, (a) at the Closing, a confirmation, or other evidence satisfactory to Acquired Fund, that the Acquiring Fund Shares to be issued to Acquired Fund pursuant to paragraph 1.1(a) have been credited to Acquired Fund’s account on Acquiring Fund’s shareholder records and (b) at or as soon as reasonably practicable after the Closing, a Certificate as to the opening on Acquiring Fund's share transfer books of accounts on those records in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably requestShareholders (except Shareholders in whose names accounts thereon already exist). 3.43.5. The Trust, on behalf of Target and Acquiring Fund, respectivelythe respective Funds, shall deliver to the other at the Closing (a) a certificate executed Certificate in its name by its President or a Vice President form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement herein are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby and (b) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the Trust determines to be needed. .

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same it ("Closing"), shall occur at the FundsInvestment Companies' principal officesoffices on or about April 29, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 20012005, or at such other place and/or on such other date upon as to which the parties they may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon as to which the parties Investment Companies may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the Acquired Fund's net value of Target and and/or the NAV for of the Acquiring Fund Share of any class is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have has been fully resumed and such reporting shall have has been restored. 3.2. Target North Track shall deliver to the Trust at the Closing a schedule certificate of its Assets as of Chief Financial Officer verifying that the Effective Timeinformation (including adjusted basis and holding period, which shall set forth for by lot) concerning the Assets, including all portfolio securities included therein their adjusted tax bases and holding periods securities, transferred by lotAcquired Fund to Acquiring Fund, as reflected on Acquiring Fund's books immediately after the Closing, does or will conform to such information on Acquired Fund's books immediately before the Closing. TargetNorth Track's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent North Track shall deliver to Federated at the Closing a list of the names and addresses of the Shareholders and the number of outstanding Acquired Fund Shares owned by each Shareholder, all as of the Effective Time, certified by North Track's Secretary. Federated's transfer agent shall deliver at the Closing a certificate as to the opening of accounts in the Shareholders' names on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholdersbooks. The Trust Federated shall issue and deliver a confirmation to Target North Track evidencing the Acquiring Fund's Fund Shares to be credited to Target Acquired Fund and subsequently to the Shareholders at the Effective Time or provide evidence satisfactory to Target North Track that such Acquiring Fund's Fund Shares have been credited to TargetAcquired Fund's account and subsequently to the Shareholders' accounts on Acquiring Fund's share transfer books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably requestrequests. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, Each Investment Company shall deliver to the other at the Closing a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇3435 Stelzer Road, Columbus, ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________October 15, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of the Target and the NAV for the Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. The Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. The Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to the Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate as to the opening on the Acquiring Fund's share transfer books of accounts in the names of the Target's Shareholders. The Trust shall issue and deliver a confirmation to the Target evidencing the Acquiring Fund's Shares to be credited to the Target at the Effective Time or provide evidence satisfactory to the Target that the Acquiring Fund's Shares have been credited to the Target's account on the Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of the Target and the Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or President, a Vice President or its Secretary and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the parties agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on or about December 13, 2013 (“Effective Time”), . The Closing shall occur be held at the Funds' principal officesoffices of UBFS, located at 1055 W▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which 2.2 Corporation shall direct the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value custodian of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver Fund’s assets to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets held by the custodian it holds will be transferred to Acquiring Survivor Fund at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target Fund to Survivor Fund, as reflected on Survivor Fund’s books immediately after the Effective Time, does or will conform to that information on Target Fund’s books immediately before the Effective Time. 3.3. The Transfer Agent 2.3 Corporation shall direct its transfer agent to deliver at the Closing (a) to Corporation, a certificate Certificate (1) verifying that Target Fund’s shareholder records contain each Shareholder’s name and address and the number of full and fractional outstanding Target Fund Shares that each such Shareholder owns at the Effective Time and (2) as to the opening on Acquiring Fund's share transfer books of accounts on Survivor Fund’s shareholder records in the names of Target's Shareholders. The Trust shall issue the Shareholders and deliver (b) to Corporation, a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring Fund's Corporation, that the Survivor Fund Shares to be credited to Target Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's Target Fund’s account on Acquiring those records. 2.4 Corporation shall deliver to Corporation and Ohio National, within five days before the Closing, a Certificate listing each security, by name of issuer and number of shares, that is being carried on Target Fund's books. ’s books at an estimated fair market value provided by an authorized pricing vendor for Target Fund. 2.5 At the Closing, the Investment Company shall deliver, on behalf of each party shall deliver to the other such Fund, as applicable, (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Investment Company or its counsel may reasonably request. 3.4. The Trustrequests and (b) a Certificate in form and substance satisfactory to the recipient, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Reorganization3.1 Unless the Trust determines otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ”) shall be deemed to take place occur simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on June [18], 2021, or a later date the date thereof or at such other time upon which the parties may agree Trust determines ("“Effective Time"”). If, at or immediately before the Valuation Time, (a) the NYSE or another primary trading market for portfolio securities of either Portfolio (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE an Exchange or elsewhere is disrupteddisrupted so that, so that in the Board’s judgment, accurate appraisal of the net value of Target and either Portfolio’s net assets and/or the NAV for per share of either class of Acquiring Fund Portfolio Shares is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time Time) shall be postponed until the first business day on which that Exchange is open for regular trading after the day when such that trading shall have has been fully resumed and such that reporting shall have has been restored. The Closing shall be held at the Trust’s offices or at another place the Trust determines. 3.2. Target 3.2 The Trust shall deliver to direct the Trust at the Closing a schedule of its Assets as custodian of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall Portfolios’ assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund Portfolio at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Portfolio, as reflected on Acquiring Portfolio’s books immediately after the Closing, does or will conform to that information on Target’s books immediately before the Closing. 3.3. 3.3 The Transfer Agent Trust shall direct its transfer agent to deliver to it at or immediately after the Closing a certificate as to Certificate stating that its records contain (a) the opening on Acquiring Fund's share transfer books name, address, and taxpayer identification number of accounts each Shareholder, (b) the number of full and fractional shares in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf outstanding class of Target Shares each Shareholder owns, and Acquiring Fund(c) the dividend reinvestment elections, respectivelyif any, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Timeapplicable to each Shareholder, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the Investment Companies agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on or after November 21, 2014 (“Effective Time”), . The Closing shall occur be held at the Funds' principal offices, located at 1055 Woffices of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon as to which the parties may Investment Companies agree. All acts taking place at . 2.2 NLFT III shall cause the Closing shall be deemed to take place simultaneously as custodian of the close of business on the date thereof or at such other time upon which the parties may agree Old Funds’ assets ("Effective Time"). If, immediately before the Valuation Time, “Old Custodian”) (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal make each of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all Old Funds’ portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's available to NLFT II (or to its custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at “New Custodian”), if NLFT II so directs), for examination, no later than five business days preceding the Effective Time and (b) all necessary taxes to transfer and deliver the Assets at the Effective Time to the New Custodian for the corresponding New Fund’s account, as follows: (1) duly endorsed in conjunction proper form for transfer in such condition as to constitute good delivery thereof in accordance with the delivery custom of brokers, (2) by book entry, in accordance with the Old Custodian’s customary practices and any securities depository (as defined in Rule 17f-4 under the ▇▇▇▇ ▇▇▇) in which the Old Funds’ assets are deposited, in the case of the AssetsOld Funds’ portfolio securities and instruments deposited with those depositories, including all applicable and (3) by wire transfer of federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3funds in the case of cash. The Transfer Agent NLFT III shall also direct the Old Custodian to deliver at the Closing an authorized officer’s certificate (i) stating that pursuant to proper instructions provided to the Old Custodian by NLFT III, the Old Custodian has delivered all of each of the Old Funds’ portfolio securities, cash, and other Assets to the New Custodian for each of the corresponding New Funds’ account, and (ii) attaching a schedule setting forth information (including adjusted basis and holding period, by lot) concerning the Assets. The New Custodian shall certify to NLFT II that such information, as reflected on the New Funds’ books immediately after the Effective Time, does or will conform to that information as so certified by the Old Custodian. 2.3 With respect to the Old Funds, NLFT III shall deliver, or shall direct its transfer agent to deliver, to NLFT II at the Closing, an authorized officer’s certificate listing the Shareholders’ names and addresses together with the number and class of full and fractional outstanding Old Fund Shares each such Shareholder owns, at the Effective Time, certified by NLFT III’s Secretary or Assistant Secretary or by its transfer agent, as applicable. NLFT II shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing, an authorized officer’s certificate as to the opening on Acquiring Fund's share transfer books of accounts on the New Funds’ shareholder records in the names of Target's Shareholders. The Trust shall issue the listed Shareholders and deliver a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring Fund's NLFT III that the New Fund Shares to be credited to Target the Old Funds at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's the applicable Old Fund’s account on Acquiring those records. 2.4 NLFT III shall deliver to NLFT II and to Milliman within five days before the Closing, an authorized officer’s certificate listing each security, by name of issuer and number of shares that is being carried on each Old Fund's books. ’s books at an estimated fair market value provided by an authorized pricing vendor for the Old Funds. 2.5 At the Closing, each party Investment Company shall deliver to the other such (a) bills of sale, checks, assignments, stock share certificates, opinions, receipts, or and/or other documents as the other party Investment Company or its counsel may reasonably request. 3.4. The Trust, on behalf of Target requests and Acquiring Fund, respectively, shall deliver at the Closing (b) a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient, and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇.3435 Stelzer Road, Columbus, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________▇▇▇▇▇▇▇ 15, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of the Target and the NAV for the Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. The Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. The Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to the Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate as to the opening on the Acquiring Fund's share transfer books of accounts in the names of the Target's Shareholders. The Trust shall issue and deliver a confirmation to the Target evidencing the Acquiring Fund's Shares to be credited to the Target at the Effective Time or provide evidence satisfactory to the Target that the Acquiring Fund's Shares have been credited to the Target's account on the Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of the Target and the Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or President, a Vice President or its Secretary and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Each Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal officesoffices on May 5, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 20012000, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of each Target and the NAV per share for each Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Each Target shall deliver to the Trust Victory at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Each Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to the corresponding Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate as to the opening on each Acquiring Fund's share transfer books of accounts in the names of the corresponding Target's Shareholders. The Trust Victory shall issue and deliver a confirmation to each Target evidencing the Acquiring Fund's Shares to be credited to such Target at the Effective Time or provide evidence satisfactory to such Target that the corresponding Acquiring Fund's Shares have been credited to such Target's account on such Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The TrustVictory, on behalf of each Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. 2.1 The Reorganization, together with related acts necessary to consummate the same ("“Closing"”), shall occur at the Funds' principal officesInvestment Companies’ offices on October 1, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 20012008, or at such other place and/or on such other date upon as to which the parties Investment Companies may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business (i.e., 4:00 p.m., Eastern time) on the date thereof or at such other time upon which the parties may agree ("“Effective Time"”). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target 2.2 Each Predecessor Fund shall deliver direct the custodian for its assets (“Custodian”) to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred have been delivered in proper form to Acquiring each corresponding New Fund within two business days before or at the Effective Time and (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Each of a Predecessor Fund’s portfolio securities represented by a certificate or other written instrument shall be transferred and delivered by the Predecessor Fund as of the Effective Time for each corresponding New Fund’s account duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Effective Time by book entry, in accordance with the customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the ▇▇▇▇ ▇▇▇) in which any Assets are deposited, the Assets that are deposited with such depositories. The cash to be transferred by each Predecessor Fund shall be delivered by wire transfer of federal funds at the Effective Time. 3.3. The Transfer Agent 2.3 Each of the Investors Funds Trust and Accolade Funds Trust shall deliver to the Trust at the Closing a certificate as to of an authorized officer setting forth information (including adjusted basis and holding period, by lot) concerning the opening Assets, including all portfolio securities, on Acquiring each Predecessor Fund's share transfer ’s books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at immediately before the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party Time. 2.4 Each Investment Company shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President in form and substance reasonably satisfactory to the recipient and dated as the date of the Effective TimeClosing, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The 3.1 Unless the Funds determine otherwise, the Reorganization, together with related acts necessary to consummate the same it ("“Closing"”), shall occur at the Funds' principal officesAcquiring Fund’s offices on or about September 30, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇.2016 or as soon thereafter as practicable after all regulatory approvals have been obtained, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All and all acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the date thereof or at such other time upon which the parties may agree ("“Effective Time"”). If, If at or immediately before the Valuation Time, Time (a) the NYSE or another primary trading market for portfolio securities of either Fund (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE an Exchange or elsewhere is disrupteddisrupted so that, so that in the Board’s judgment, accurate appraisal of the net value of Target and either Fund’s net assets and/or the NAV for per Acquiring Fund Share is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time Time) shall be postponed until the first business day after the day when such that trading shall have has been fully resumed and such that reporting shall have has been restored. 3.2. 3.2 The Target shall deliver to direct the Trust at the Closing a schedule of its Assets as custodian of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall ’s assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Fund, as reflected on Acquiring Fund’s books immediately after the Closing, does or will conform to that information on Target’s books immediately before the Closing. 3.3. 3.3 The Transfer Agent Target shall direct its transfer agent to deliver at the Closing (a) a certificate Certificate (1) verifying that Target’s Member records contain each Member’s name and address and the number of full and fractional outstanding Target Shares the Member owns at the Effective Time and (2) as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing the Members (except Members in whose names accounts thereon already exist) on Acquiring Fund's ’s Member records and (b) a confirmation, or other evidence satisfactory to the Target, that the Acquiring Fund Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's ’s account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably requestthose records. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The ReorganizationUnless the Investment Companies agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ”) shall be deemed to take place occur simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the a date thereof or at such other time upon as to which the parties may they agree ("or Acquired Fund determines) (“Effective Time"”). If, at or immediately before the Valuation Time, (a) the NYSE or another primary trading market for Fund securities of either Fund (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE an Exchange or elsewhere is disrupted, so that that, in either Board’s judgment, accurate appraisal of the net value of Target and either Fund’s net assets and/or the NAV for per share of any class of Acquiring Fund Shares is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time Time) shall be postponed until the first business day on which that Exchange is open for regular trading after the day when such that trading shall have has been fully resumed and such that reporting shall have has been restored. The Closing shall be held at the Investment Companies’ offices or at another place as to which they agree. 3.2. Target Acquired Fund shall deliver to direct the Trust at the Closing a schedule of its Assets as custodian of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall Funds’ assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Acquired Fund shall direct its transfer agent to deliver to the Acquiring Investment Company at or immediately after the Closing a certificate Certificate stating that its records contain (a) the name, address, and taxpayer identification number of each Shareholder, (b) the number of full and fractional shares in each outstanding class of Acquired Fund Shares each Shareholder owns, and (c) the dividend reinvestment elections, if any, applicable to each Shareholder, all at the Effective Time. 3.4. The Acquiring Investment Company shall direct its transfer agent to deliver to the Acquired Fund, (a) at the Closing, a confirmation, or other evidence satisfactory to Acquired Fund, that the Acquiring Fund Shares to be issued to Acquired Fund pursuant to paragraph 1.1(a) have been credited to Acquired Fund’s account on Acquiring Fund’s shareholder records and (b) at or as soon as reasonably practicable after the Closing, a Certificate as to the opening on Acquiring Fund's share transfer books of accounts on those records in the names of Target's Shareholdersthe Shareholders (except Shareholders in whose names accounts thereon already exist). 3.5. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party Each Investment Company shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing (a) a certificate executed Certificate in its name by its President or a Vice President form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement herein are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby and (b) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requests.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, [located at 1055 W▇▇▇▇Washi▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, 2003,] or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE [NYSE] is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE [NYSE] or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the FundsInvestment Companies' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ office on or about [____ _________], 20012000, or at such other place and/or on such other date upon as to which the parties Investment Companies may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon as to which the parties Investment Companies may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the Target's net value of Target and and/or the NAV for of an Acquiring Fund Share is impracticable, the Effective Time shall be postponed until the first business day after the day when such that trading shall have been fully resumed and such that reporting shall have been restored. 3.2. Target Equity Trust's fund accounting and pricing agent shall deliver to the Trust at the Closing a schedule certificate of its Assets as of an authorized officer verifying that the Effective Timeinformation (including adjusted basis and holding period, which shall set forth for by lot) concerning the Assets, including all portfolio securities included therein their adjusted tax bases and holding periods securities, transferred by lotTarget to Acquiring Fund, as reflected on Acquiring Fund's books immediately after the Closing, does or will conform to that information on Target's books immediately before the Closing. TargetEquity Trust's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Equity Trust shall deliver to Equity Funds at the Closing a list of the names and addresses of the Shareholders and the number of outstanding Target Shares owned by each Shareholder, all as of the Effective Time, certified by Equity Trust's Secretary or an Assistant Secretary thereof. Equity Funds's transfer agent shall deliver at the Closing a certificate as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders' names. The Trust Equity Funds shall issue and deliver a confirmation to Target Equity Trust evidencing the Acquiring Fund's Fund Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target Equity Trust that those Acquiring Fund's Fund Shares have been credited to Target's account on Acquiring Fund's books. 3.4. At the Closing, each party Each Investment Company shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing (a) a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this AgreementAgreement and (b) bills of sale, checks, assignments, stock certificates, receipts, and other documents the other Investment Company or its counsel reasonably requests.

Closing and Effective Time. 3.1. The Reorganization▇▇▇▇▇▇▇▇▇▇▇▇▇▇, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________office on or about April 27, 2001, or at such other place and/or on such other date upon as to which the parties Investment Companies may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon as to which the parties Investment Companies may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target Value and the NAV for of each class of Acquiring Fund Shares is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian Corporation shall deliver at the Closing a certificate of an authorized officer verifying that the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Fund, as reflected on Acquiring Fund's books immediately after the Closing, does or will conform to such information on Target's books immediately before the Closing. Target Corporation shall deliver at the Closing a certificate of its Secretary or a Vice President stating that (a) Target Corporation instructed its custodian to deliver the Assets held by the custodian will be transferred it to Acquiring Fund at the Effective Time or make arrangements on or before the Effective Time for the delivery thereof to Acquiring Fund, and (b) all necessary taxes in conjunction with Target Corporation's custodian notified Target Corporation that it had received the instructions and that the requested delivery of Assets would be effective as of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid Effective Time or provision for payment has been madeas of the earliest feasible time following the Effective Time. 3.3. The Transfer Agent Target Corporation shall deliver to Acquiring Trust at the Closing a list of the names and addresses of the Shareholders and the number of outstanding Target Shares (by class) owned by each Shareholder (rounded to the third decimal place), all as of the Effective Time, certified by Target Corporation's Secretary or an Assistant Secretary thereof. Acquiring Trust's transfer agent shall deliver at the Closing a certificate as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders' names. The Acquiring Trust shall issue and deliver a confirmation to Target Corporation evidencing the Acquiring Fund's Fund Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target Corporation that such Acquiring Fund's Fund Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party Investment Company shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party Investment Company or its counsel may reasonably requestrequests. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, Each Investment Company shall deliver to the other at the Closing a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the Investment Companies agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the date thereof , 2012 (“Effective Time”). The Closing shall be held at Trust’s offices or at such other time upon place as to which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restoredInvestment Companies agree. 3.2. Target 2.2 Old Fund shall deliver to direct the Trust at the Closing a schedule custodian of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring New Fund at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Old Fund to New Fund, as reflected on New Fund’s books immediately after the Closing, does or will conform to that information on Old Fund’s books immediately before the Closing. 3.3. The Transfer Agent 2.3 Old Fund shall direct its transfer agent to deliver at the Closing a certificate Certificate stating that its records contain the number of full and fractional outstanding Old Fund Shares each Shareholder owns at the Effective Time, by class. 2.4 Trust shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing a Certificate as to the opening on Acquiring Fund's share transfer books of accounts on New Fund’s shareholder records in the names of Target's Shareholders. The Trust shall issue the Shareholders and deliver a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring Old Fund's , that the New Fund Shares to be credited to Target Old Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's Old Fund’s account on Acquiring Fund's books. those records. 2.5 At the Closing, each party Investment Company shall deliver to the other such (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Investment Company or its counsel may reasonably request. 3.4. The Trustrequests and (b) a Certificate in form and substance satisfactory to the recipient, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the FundsInvestment Companies' principal officesoffice on or about April 26, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 20012002, or at such other place and/or on such other date upon as to which the parties they may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon as to which the parties Investment Companies may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the Target's net value of Target and and/or the NAV for of an Acquiring Fund Share is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have has been fully resumed and such reporting shall have has been restored. 3.2. Target Trust's fund accounting and pricing agent shall deliver to the Trust at the Closing a schedule certificate of its Assets as of an authorized officer verifying that the Effective Timeinformation (including adjusted basis and holding period, which shall set forth for by lot) concerning the Assets, including all portfolio securities included therein their adjusted tax bases and holding periods securities, transferred by lotTarget to Acquiring Fund, as reflected on Acquiring Fund's books immediately after the Closing, does or will conform to such information on Target's books immediately before the Closing. TargetTrust's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Trust shall deliver to Corporation at the Closing a list of the names and addresses of the Shareholders and the number of outstanding Target Shares owned by each Shareholder, all as of the Effective Time, certified by Trust's Secretary or Assistant Secretary. Corporation's transfer agent shall deliver at the Closing a certificate as to the opening of accounts in the Shareholders' names on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholdersbooks. The Trust Corporation shall issue and deliver a confirmation to Target Trust evidencing the Acquiring Fund's Fund Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target Trust that such Acquiring Fund's Fund Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably requestrequests. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, Each Investment Company shall deliver to the other at the Closing a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the Investment Companies agree otherwise, together with related all acts necessary to consummate the same Reorganization ("Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ) shall be deemed to take place simultaneously as of the close of business 8:00 p.m., (Eastern time) on the date thereof or at such other time upon which the parties may agree June 27, 2018 ("Effective Time"). IfThe Closing shall be held at New Trust's offices or at such other place as to which the Investment Companies agree. 2.2 Old Trust shall cause the custodian of Old Fund's assets ("Old Custodian") (a) to make Old Fund's portfolio securities available to New Trust (or to its custodian ("New Custodian"), if New Trust so directs), for examination, no later than five business days preceding the Effective Time and (b) to transfer and deliver the Assets at the Effective Time to the New Custodian for New Fund's account, as follows: (1) duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers, (2) by book entry, in accordance with the Old Custodian's customary practices and any securities depository (as defined in Rule 17f-4 under the ▇▇▇▇ ▇▇▇) in which Old Fund's assets are deposited, in the case of Old Fund's portfolio securities and instruments deposited with those depositories, and (3) by wire transfer of federal funds in the case of cash. Old Trust shall also direct the Old Custodian to deliver at the Closing an authorized officer's certificate (a) stating that pursuant to proper instructions provided to the Old Custodian by Old Trust, the Old Custodian has delivered in proper form all of Old Fund's portfolio securities, cash, and other assets to the New Custodian for New Fund's account and (b) attaching a schedule setting forth information (including adjusted basis and holding period, by lot) concerning the Assets. The New Custodian shall certify to New Trust that such information, as reflected on New Fund's books immediately before after the Valuation Effective Time, does or will conform to that information as so certified by the Old Custodian. 2.3 Old Trust shall deliver to New Trust at the Closing an authorized officer's certificate listing the record Shareholders' names and the number of outstanding Old Fund Shares each such Shareholder owns, all at the Effective Time, certified by Old Trust's Secretary or Assistant Secretary. Old Trust shall direct its transfer agent to deliver to New Trust at the Closing an authorized officer's certificate showing the number of outstanding Old Fund Shares, all at the Effective Time, certified by its transfer agent. New Trust shall deliver to Old Trust at or as soon as reasonably practicable after the Closing an authorized officer's certificate listing the record Shareholders' names and the number of shares of the New Fund to be credited to Old Fund Shareholders at the Effective Time. New Trust shall direct its transfer agent to deliver to Old Trust at or as soon as reasonably practicable after the Closing an authorized officer's certificate as to the number of outstanding New Fund Shares, which have been credited to Old Fund's account on the New Fund's shareholder records. 2.4 In the event that immediately prior to Effective Time (a) the NYSE is New York Stock Exchange or another primary trading market for portfolio securities of New Fund or Old Fund shall be closed to trading or trading thereon is restricted thereupon shall be restricted, or (b) trading or the reporting of trading on the NYSE such exchange or elsewhere is disruptedshall be disrupted so that, so that in the judgment of the Board members of either party to this Agreement, accurate appraisal of the net value of Target and the NAV for Acquiring Old Fund Shares is impracticable, the Effective Time Closing shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target 2.5 Old Trust shall deliver to New Trust and the Investment Adviser, within five days before the Closing, an authorized officer's certificate listing each security, by name of issuer and number of shares, that is being carried on Old Fund's books at an estimated fair market value provided by an authorized pricing vendor for Old Fund. 2.6 If requested by New Trust, Old Trust shall direct PricewaterhouseCoopers LLP, an independent registered public accounting firm that audits Old Trust's books, and other applicable service providers to provide access to at the Closing a schedule of its Assets as of all work papers and supporting statements related to financial statements and tax returns, including those related to ASC ▇▇▇-▇▇-▇▇ (formerly, "Accounting for Uncertainty in Income Taxes," FASB Interpretation No. 48, July 13, 2006), pertaining to Old Fund (collectively, "Work Papers") for all fiscal and taxable periods ended June 30, 2017, and for the period from that date through the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. 2.7 At the Closing, each party Investment Company shall deliver to the other such (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Investment Company or its counsel may reasonably request. 3.4. The Trust, on behalf of Target requests and Acquiring Fund, respectively, shall deliver at the Closing (b) a certificate executed in its name by its President or a Vice President form and substance satisfactory to the recipient, and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("“Closing"”), shall occur at the Funds' Institutional Trust’s principal officesoffice before June 30, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 20012007, or at such other place and/or on such other later date upon as to which the parties Investment Companies may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon as to which the parties Investment Companies may agree ("the “Effective Time"”). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted restricted, or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, disrupted so that accurate appraisal of the net value NAV of the Target Funds and the NAV for per share of the Acquiring Fund Shares is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target Retail Trust’s accounting and pricing agent shall deliver to the Trust at the Closing a schedule certificate of its Assets as of an authorized officer verifying that the Effective Timeinformation (including adjusted basis and holding period, which shall set forth for by lot) concerning the Assets, including all portfolio securities included therein their adjusted tax bases and holding periods securities, transferred by lotTarget Fund to Acquiring Fund, as reflected on Acquiring Fund’s books immediately following the Closing, does or will conform to such information on Target Fund’s books immediately before the Closing. Target's Retail Trust’s custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Retail Trust shall deliver to Institutional Trust at the Closing a list of the names and addresses of the Shareholders and the number of outstanding Target Fund Shares owned by each such Shareholder, all as of the Effective Time, certified by Retail Trust’s Secretary or Assistant Secretary. Institutional Trust’s transfer agent shall deliver at the Closing a certificate as to the opening on Acquiring Fund's ’s share transfer books of accounts in the names of Target's Shareholders’ names. The Institutional Trust shall issue and deliver a confirmation to Target Retail Trust evidencing the Acquiring Fund's Fund Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's ’s account on Acquiring Fund's ’s books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, receipts or other documents as the other party or its counsel may reasonably requestrequests. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, Each Investment Company shall deliver to the other at the Closing a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal officesoffice on April 26, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 20011996, or at such other place and/or on such other date upon which as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business 4:00 p.m. on the date thereof or at such other time upon which as the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE New York Stock Exchange, Inc. ("NYSE") is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for per Acquiring Fund Share is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target The Corporation shall deliver to the Trust at the Closing a schedule of its the Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases basis and holding periods period by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Corporation shall deliver at the Closing a certificate as to the opening on Acquiring Fund's share transfer books list of accounts in the names and addresses of Target's Shareholders. The Trust shall issue the Shareholders and deliver a confirmation to the number of outstanding Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closingowned by each Shareholder, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated all as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected certified by the transactions contemplated by this Agreement.Corporation's Secretary or

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________office on or about February 9, 2001, or at such other place and/or on such other date upon as to which the parties Investment Companies may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon as to which the parties Investment Companies may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target Value and the NAV for of each class of Acquiring Fund Shares is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer verifying that the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Fund, as reflected on Acquiring Fund's books immediately after the Closing, does or will conform to such information on Target's books immediately before the Closing. Target Trust shall deliver at the Closing a certificate of its Secretary or a Vice President stating that (a) Target Trust instructed its custodian to deliver the Assets held by the custodian will be transferred it to Acquiring Fund at the Effective Time or make arrangements on or before the Effective Time for the delivery thereof to Acquiring Fund, and (b) all necessary taxes in conjunction with Target Trust's custodian notified Target Trust that it had received the instructions and that the requested delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate Assets would be effective as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at earliest feasible time following the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________office on or about February 2, 2001, or at such other place and/or on such other date upon as to which the parties Investment Companies may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon as to which the parties Investment Companies may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target Value and the NAV for of each class of Acquiring Fund Shares is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer verifying that the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Fund, as reflected on Acquiring Fund's books immediately after the Closing, does or will conform to such information on Target's books immediately before the Closing. Target Trust shall deliver at the Closing a certificate of its Secretary or a Vice President stating that (a) Target Trust instructed its custodian to deliver the Assets held by the custodian will be transferred it to Acquiring Fund at the Effective Time or make arrangements on or before the Effective Time for the delivery thereof to Acquiring Fund and (b) all necessary taxes in conjunction with Target Trust's custodian notified Target Trust that it had received the instructions and that the requested delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate Assets would be effective as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at earliest feasible time following the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The ReorganizationReo▇▇▇▇▇▇▇▇▇▇▇, together ▇▇▇ether with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________office on or about February 9, 2001, or at such other place and/or on such other date upon as to which the parties Investment Companies may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon as to which the parties Investment Companies may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target Value and the NAV for of each class of Acquiring Fund Shares is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer verifying that the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Fund, as reflected on Acquiring Fund's books immediately after the Closing, does or will conform to such information on Target's books immediately before the Closing. Target Trust shall deliver at the Closing a certificate of its Secretary or a Vice President stating that (a) Target Trust instructed its custodian to deliver the Assets held by the custodian will be transferred it to Acquiring Fund at the Effective Time or make arrangements on or before the Effective Time for the delivery thereof to Acquiring Fund, and (b) all necessary taxes in conjunction with Target Trust's custodian notified Target Trust that it had received the instructions and that the requested delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate Assets would be effective as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at earliest feasible time following the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the FundsInvestment Companies' principal officesoffice on or about April 26, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 20012002, or at such other place and/or on such other date upon as to which the parties they may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon as to which the parties Investment Companies may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the Target's net value of Target and the NAV for of an Acquiring Fund Share is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target Trust's fund accounting and pricing agent shall deliver to the Trust at the Closing a schedule certificate of its Assets as of an authorized officer verifying that the Effective Timeinformation (including adjusted basis and holding period, which shall set forth for by lot) concerning the Assets, including all portfolio securities included therein their adjusted tax bases and holding periods securities, transferred by lotTarget to Acquiring Fund, as reflected on Acquiring Fund's books immediately after the Closing, does or will conform to such information on Target's books immediately before the Closing. TargetTrust's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Trust shall deliver to Corporation at the Closing a list of the names and addresses of the Shareholders and the number of outstanding Target Shares owned by each Shareholder, all as of the Effective Time, certified by Trust's Secretary or Assistant Secretary. Corporation's transfer agent shall deliver at the Closing a certificate as to the opening of accounts in the Shareholders' names on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.transfer

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the parties agree otherwise, together with related all acts necessary to consummate the same Reorganization ("Closing") shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on or about May 29, 2020 ("Effective Time"), . The Closing shall occur be held at the Funds' principal officesoffices of State Street, located at 1055 W▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which . 2.2 Corporation shall direct the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value custodian of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver Fund's assets to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer ("Certificate") stating and verifying that (a) the Assets held by the custodian it holds will be transferred to Acquiring Survivor Fund at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target Fund to Survivor Fund, as reflected on Survivor Fund's books immediately after the Effective Time, does or will conform to that information on Target Fund's books immediately before the Effective Time. 3.3. The Transfer Agent 2.3 Corporation shall direct its transfer agent to deliver at the Closing (a) to Corporation, a certificate Certificate (1) verifying that Target Fund's shareholder records contain each Shareholder's name and address and the number of full and fractional outstanding Target Fund Shares that each such Shareholder owns at the Effective Time and (2) as to the opening of accounts on Acquiring Survivor Fund's share transfer books of accounts shareholder records in the names of Target's Shareholders. The Trust shall issue the Shareholders and deliver (b) to Corporation, a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring Fund's Corporation, that the Survivor Fund Shares to be credited to Target Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to TargetTarget Fund's account on Acquiring those records. 2.4 Corporation shall deliver to Corporation and Ohio National, within five days before the Closing, a Certificate listing each security, by name of issuer and number of shares, that is being carried on Target Fund's books. books at an estimated fair market value provided by an authorized pricing vendor for Target Fund. 2.5 At the Closing, the Investment Company shall deliver, on behalf of each party shall deliver to the other such Fund, as applicable, (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Investment Company or its counsel may reasonably request. 3.4. The Trustrequests and (b) a Certificate in form and substance satisfactory to the recipient, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ __________office on March __, 20011999, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for per Acquiring Fund Share is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust Victory at the Closing a schedule of its the Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders' names. The Trust Victory shall issue and deliver a confirmation to Target evidencing the Acquiring Fund's Fund Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that such Acquiring Fund's Fund Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, Each Investment Company shall deliver to the other at the Closing a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if on it made at on and as of at the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the parties agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on or about August 23, 2019 (“Effective Time”), . The Closing shall occur be held at the Funds' principal officesoffices of State Street, located at 1055 W▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which . 2.2 Corporation shall direct the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value custodian of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver Fund’s assets to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets held by the custodian it holds will be transferred to Acquiring Survivor Fund at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target Fund to Survivor Fund, as reflected on Survivor Fund’s books immediately after the Effective Time, does or will conform to that information on Target Fund’s books immediately before the Effective Time. 3.3. The Transfer Agent 2.3 Corporation shall direct its transfer agent to deliver at the Closing (a) to Corporation, a certificate Certificate (1) verifying that Target Fund’s shareholder records contain each Shareholder’s name and address and the number of full and fractional outstanding Target Fund Shares that each such Shareholder owns at the Effective Time and (2) as to the opening on Acquiring Fund's share transfer books of accounts on Survivor Fund’s shareholder records in the names of Target's Shareholders. The Trust shall issue the Shareholders and deliver (b) to Corporation, a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring Fund's Corporation, that the Survivor Fund Shares to be credited to Target Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's Target Fund’s account on Acquiring those records. 2.4 Corporation shall deliver to Corporation and Ohio National, within five days before the Closing, a Certificate listing each security, by name of issuer and number of shares, that is being carried on Target Fund's books. ’s books at an estimated fair market value provided by an authorized pricing vendor for Target Fund. 2.5 At the Closing, the Investment Company shall deliver, on behalf of each party shall deliver to the other such Fund, as applicable, (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Investment Company or its counsel may reasonably request. 3.4. The Trustrequests and (b) a Certificate in form and substance satisfactory to the recipient, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same it ("Closing"), shall occur at the FundsInvestment Companies' principal officesoffices on or about April 29, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 20012005, or at such other place and/or on such other date upon as to which the parties they may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon as to which the parties Investment Companies may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the Acquired Fund's net value of Target and and/or the NAV for of the Acquiring Fund Share of any Class is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have has been fully resumed and such reporting shall have has been restored. 3.2. Target North Track shall deliver to the Trust at the Closing a schedule certificate of its Assets as of Chief Financial Officer verifying that the Effective Timeinformation (including adjusted basis and holding period, which shall set forth for by lot) concerning the Assets, including all portfolio securities included therein their adjusted tax bases and holding periods securities, transferred by lotAcquired Fund to Acquiring Fund, as reflected on Acquiring Fund's books immediately after the Closing, does or will conform to such information on Acquired Fund's books immediately before the Closing. TargetNorth Track's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent North Track shall deliver to Federated at the Closing a list of the names and addresses of the Shareholders and the number of outstanding Acquired Fund Shares owned by each Shareholder, all as of the Effective Time, certified by North Track's Secretary. Federated's transfer agent shall deliver at the Closing a certificate as to the opening of accounts in the Shareholders' names on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholdersbooks. The Trust Federated shall issue and deliver a confirmation to Target North Track evidencing the Acquiring Fund's Fund Shares to be credited to Target Acquired Fund and subsequently to the Shareholders at the Effective Time or provide evidence satisfactory to Target North Track that such Acquiring Fund's Fund Shares have been credited to TargetAcquired Fund's account and subsequently to the Shareholders' accounts on Acquiring Fund's share transfer books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably requestrequests. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, Each Investment Company shall deliver to the other at the Closing a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the Investment Companies agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing")”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ___Eastern Time) on _________, 20012017, or a later date to which they agree (“Effective Time”). The Closing shall be held at the New Trust’s offices or at such other place and/or on such other date upon as to which the parties may Investment Companies agree. All acts taking place at . 2.2 The Old Fund shall direct and cause the Closing shall be deemed to take place simultaneously as custodian of the close of business on the date thereof or at such other time upon which the parties may agree its assets ("Effective Time"“Old Custodian”). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver make its portfolio securities available to the New Trust at (or to New Fund’s custodian (“New Custodian”), if the Closing a schedule of its Assets as of the Effective TimeNew Trust so directs), which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at examination, no later than five business days preceding the Effective Time and (b) all necessary taxes to transfer and deliver the Assets at the Effective Time to the New Custodian for the New Fund’s account, as follows: (1) duly endorsed in conjunction proper form for transfer in such condition as to constitute good delivery thereof in accordance with the delivery custom of brokers, (2) by book entry, in accordance with the Old Custodian’s customary practices and any securities depository (as defined in Rule 17f-4 under the ▇▇▇▇ ▇▇▇) in which the Old Fund’s assets are deposited, in the case of the AssetsOld Fund’s portfolio securities and instruments deposited with those depositories, including all applicable and (3) by wire transfer of federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3funds in the case of cash. The Transfer Agent Old Fund shall also direct the Old Custodian to deliver at the Closing an authorized officer’s certificate (a) stating that pursuant to proper instructions provided to the Old Custodian by the Old Fund, the Old Custodian has delivered all of the Old Fund’s portfolio securities, cash, and other Assets to the New Custodian for the New Fund’s account and (b) attaching a schedule setting forth information (including adjusted basis and holding period, by lot) concerning the Assets. The New Custodian shall certify to the New Trust that such information, as reflected on the New Fund’s books immediately after the Effective Time, does or will conform to that information as so certified by the Old Custodian. 2.3 The Old Fund shall direct its transfer agent to deliver to the New Trust at the Closing an authorized officer’s certificate listing the Shareholders’ names and addresses together with the number of full and fractional outstanding Old Fund Shares each Shareholder owns, at the Effective Time. The New Trust shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing an authorized officer’s certificate as to the opening on Acquiring Fund's share transfer books of accounts on the New Fund’s shareholder records in the names of Target's Shareholders. The Trust shall issue the Shareholders and deliver a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring the Old Fund's , that the New Fund Shares to be credited to Target the Old Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's the Old Fund’s account on Acquiring those records. 2.4 The Old Fund shall deliver to the New Trust and the Manager before the Closing, an authorized officer’s certificate listing each security, by name of issuer and number of shares that is being carried on the Old Fund's books. ’s books at an estimated fair market value provided by an authorized pricing vendor for the Old Fund or at a fair value as determined pursuant to the Old Fund’s policies and procedures as approved by the Old Fund’s Board and implemented by the Manager. 2.5 At the Closing, each party Investment Company shall deliver to the other such (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Investment Company or its counsel may reasonably request. 3.4. The Trust, on behalf of Target requests and Acquiring Fund, respectively, shall deliver at the Closing (b) a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient, and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Reorganization3.1 Unless the Investment Companies agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on June __, 2019 (the “Closing Date”), or such other date as the Investment Companies, through their duly authorized officers, may mutually agree in writing (“Effective Time”). The Closing shall occur be held at the Funds' principal offices, located offices of SCM Trust at 1055 W▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________Suite 300, 2001, Denver CO 80202 or at such other place and/or on such other date upon as to which the parties may Investment Companies agree. All acts taking place at . 3.2 IMST II shall cause the Closing shall be deemed to take place simultaneously as custodian of the close of business on the date thereof or at such other time upon which the parties may agree Assets ("Effective Time"). If, immediately before the Valuation Time, “Old Custodian”) (a) to make the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all Acquired Fund’s portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's available to SCM Trust (or to its custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at “New Custodian”), if SCM Trust so directs), for examination, no later than five business days preceding the Effective Time and (b) all necessary taxes to transfer and deliver the Assets at the Effective Time to the New Custodian for the Acquiring Fund’s account, as follows: (1) duly endorsed in conjunction proper form for transfer in such condition as to constitute good delivery thereof in accordance with the delivery custom of brokers, (2) by book entry, in accordance with the Old Custodian’s customary practices and any securities depository (as defined in Rule 17f-4 under the ▇▇▇▇ ▇▇▇) in which the Assets are deposited, in the case of the AssetsAcquired Fund’s portfolio securities and instruments deposited with those depositories, including all applicable and (3) by wire transfer of federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3funds in the case of cash. The Transfer Agent IMST II shall also direct the Old Custodian to deliver at the Closing an authorized officer’s certificate (i) stating that pursuant to proper instructions provided to the Old Custodian by IMST II, the Old Custodian has delivered all of the Acquired Fund’s portfolio securities, cash, and other Assets to the New Custodian for the Acquiring Fund’s account, and (ii) attaching a schedule setting forth information (including adjusted basis and holding period, by lot) concerning the Assets. The New Custodian shall certify to SCM Trust that such information, as reflected on the Acquiring Fund’s books immediately after the Effective Time, does or will conform to that information as so certified by the Old Custodian. 3.3 With respect to the Acquired Fund, IMST II shall deliver, or shall direct its transfer agent to deliver, to SCM Trust at the Closing, an authorized officer’s certificate listing the Shareholders’ names and addresses together with the number and class of full and fractional outstanding Acquired Fund Shares each such Shareholder owns, at the Effective Time, certified by IMST II’s Secretary or Assistant Secretary or by its transfer agent, as applicable. SCM Trust shall direct its transfer agent to deliver to IMST II at or as soon as reasonably practicable after the Closing, an authorized officer’s certificate as to the opening of accounts on the Acquiring Fund's share transfer books of accounts ’s shareholder records in the names of Target's Shareholders. The Trust shall issue the listed Shareholders and deliver a confirmation confirmation, or other evidence satisfactory to Target evidencing IMST II that the Acquiring Fund's Fund Shares to be credited to Target the Acquired Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's the Acquired Fund’s account on Acquiring those records. 3.4 IMST II shall deliver to SCM Trust and to ▇▇▇▇▇▇▇ Capital Management within five days before the Closing, an authorized officer’s certificate listing each security, by name of issuer and number of shares that is being carried on Acquired Fund's books. ’s books at an estimated fair market value provided by an authorized pricing vendor for the Acquired Fund. 3.5 At the Closing, each party Investment Company shall deliver to the other such (a) bills of sale, checks, assignments, stock share certificates, opinions, receipts, or and/or other documents as the other party Investment Company or its counsel may reasonably request. 3.4. The Trust, on behalf of Target requests and Acquiring Fund, respectively, shall deliver at the Closing (b) a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient, and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the Investment Companies agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on May 11, 2018 (“Effective Time”). The Closing shall be held at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, shall occur at the Funds' principal offices▇▇▇▇▇ ▇▇▇, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇.▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other another place and/or on such other date upon as to which the parties may Investment Companies agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target 2.2 Quaker Investment Trust shall deliver direct the custodian of Existing Fund’s assets to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund the custodian of New Fund’s assets at the Effective Time and (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Quaker Investment Trust shall direct its fund accounting and pricing agent to deliver at the Closing a certificate schedule detailing the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, to be transferred by Existing Fund to New Fund accompanied by a Certificate as to the accuracy of that information. 2.3 Quaker Investment Trust shall direct its transfer agent to deliver at the Closing to the Trust a Certificate verifying that Existing Fund’s shareholder records contain (a) each Shareholder’s name, address, and taxpayer identification number, (b) the number of full and fractional outstanding Existing Fund Shares, by class, that each such Shareholder owns at the Effective Time, (c) the dividend reinvestment elections, if any, applicable to each Shareholder, and (d) the backup withholding and nonresident alien withholding certifications, notices, or records on file with Existing Fund with respect to each Shareholder, all at the Effective Time. The Trust shall direct its transfer agent to deliver, at or as soon as reasonably practicable after the Closing, (e) to the Trust, a Certificate as to the opening on Acquiring Fund's share transfer books of accounts on New Fund’s shareholder records in the names of Target's Shareholders. The Trust shall issue the Shareholders and deliver (f) to Quaker Investment Trust, a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring Fund's Quaker Investment Trust, that the New Fund Shares to be credited to Target Existing Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's Existing Fund’s account on Acquiring those records. 2.4 Quaker Investment Trust shall direct its custodian to deliver to the Trust and Advisor, within five days before the Closing, a Certificate listing each security, by name of issuer and number of shares, that is carried on Existing Fund's ’s books. , at an estimated fair market value provided by an authorized pricing vendor for Existing Fund. 2.5 At the Closing, each party Investment Company shall deliver to the other such deliver, on behalf of its Fund, as applicable, (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Investment Company or its counsel may reasonably request. 3.4. The Trustrequests and (b) a Certificate in form and substance satisfactory to the recipient, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the parties agree otherwise, together with related all acts necessary to consummate the same Reorganization ("Closing") shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on or about [ ], 2019 ("Effective Time"), . The Closing shall occur be held at the Funds' principal officesoffices of Gemini Fund Services, located at 1055 WLLC, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which . 2.2 Trust shall direct the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value custodian of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver Fund's assets to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer ("Certificate") stating and verifying that (a) the Assets held by the custodian it holds will be transferred to Acquiring Survivor Fund at the Effective Time and Time, (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target Fund to Survivor Fund, as reflected on Survivor Fund's books immediately after the Effective Time, does or will conform to that information on Target Fund's books immediately before the Effective Time. 3.3. The Transfer Agent 2.3 Trust shall direct its transfer agent to deliver at the Closing (a) to Trust, a certificate Certificate (1) verifying that Target Fund's shareholder records contain each Shareholder's name and address and the number of full and fractional outstanding Target Fund Shares that each such Shareholder owns at the Effective Time and (2) as to the opening of accounts on Acquiring Survivor Fund's share transfer books of accounts shareholder records in the names of Target's Shareholders. The Trust shall issue the Shareholders and deliver (b) to Trust, a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring Fund's Trust, that the Survivor Fund Shares to be credited to Target Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to TargetTarget Fund's account on Acquiring those records. 2.4 Trust shall deliver to Trust and Adviser, within five days before the Closing, a Certificate listing each security, by name of issuer and number of shares, that is being carried on Target Fund's books. books at an estimated fair market value provided by an authorized pricing vendor for Target Fund. 2.5 At the Closing, the Trust shall deliver, on behalf of each party shall deliver to the other such Fund, as applicable, (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Trust or its counsel may reasonably request. 3.4. The Trustrequests and (b) a Certificate in form and substance satisfactory to the recipient, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.12.1. The ReorganizationUnless the Investment Companies agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on or after May __, 2014 (“Effective Time”). The Closing shall be held at the date thereof New Trust’s offices or at such other time upon place as to which the parties may agree Investment Companies agree. 2.2. The Old Trust shall cause the custodian of the Existing Fund’s assets ("Effective Time"). If, immediately before the Valuation Time, “Old Custodian”) (a) to make the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver Existing Fund’s portfolio securities available to the New Trust at (or to its custodian (“New Custodian”), if the Closing a schedule of its Assets as of the Effective TimeNew Trust so directs), which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at examination, no later than five business days preceding the Effective Time and (b) all necessary taxes to transfer and deliver the Assets at the Effective Time to the New Custodian for the New Fund’s account, as follows: (1) duly endorsed in conjunction proper form for transfer in such condition as to constitute good delivery thereof in accordance with the delivery custom of brokers, (2) by book entry, in accordance with the Old Custodian’s customary practices and any securities depository (as defined in Rule 17f-4 under the 1▇▇▇ ▇▇▇) in which the Existing Fund’s assets are deposited, in the case of the AssetsExisting Fund’s portfolio securities and instruments deposited with those depositories, including all applicable and (3) by wire transfer of federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3funds in the case of cash. The Transfer Agent Old Trust shall also direct the Old Custodian to deliver at the Closing an authorized officer’s certificate (a) stating that pursuant to proper instructions provided to the Old Custodian by the Old Trust, the Old Custodian has delivered all of the Existing Fund’s portfolio securities, cash, and other Assets to the New Custodian for New Fund’s account and (b) attaching a schedule setting forth information (including adjusted basis and holding period, by lot) concerning the Assets. The New Custodian shall certify to the New Trust that such information, as reflected on New Fund’s books immediately after the Effective Time, does or will conform to that information as so certified by the Old Custodian. 2.3. The Old Trust shall deliver, or shall direct its transfer agent to deliver, to the New Trust at the Closing an authorized officer’s certificate listing the Shareholders’ names and addresses together with the number of full and fractional outstanding Existing Fund Shares, by class, each such Shareholder owns, at the Effective Time, certified by the Old Trust’s Secretary or Assistant Secretary or by its transfer agent, as applicable. The New Trust shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing an authorized officer’s certificate as to the opening on Acquiring Fund's share transfer books of accounts on New Fund’s shareholder records in the names of Target's Shareholders. The Trust shall issue the listed Shareholders and deliver a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring Fund's the Old Trust, that the New Fund Shares to be credited to Target the Existing Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's the Existing Fund’s account on Acquiring those records. 2.4. The Old Trust shall deliver to the New Trust and the Manager within five days before the Closing, an authorized officer’s certificate listing each security, by name of issuer and number of shares that is being carried on the Existing Fund's books’s books at an estimated fair market value provided by an authorized pricing vendor for the Existing Fund or at a fair value as determined by the Manager. 2.5. At the Closing, each party Investment Company shall deliver to the other such (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Investment Company or its counsel may reasonably request. 3.4. The Trust, on behalf of Target requests and Acquiring Fund, respectively, shall deliver at the Closing (b) a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient, and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The ReorganizationUnless the Trusts agree otherwise, together with related all acts necessary to consummate the same Reorganization ("the “Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ”) shall be deemed to take place occur simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on the a date thereof or at such other time upon as to which the parties may they agree ("the “Effective Time"”). If, at or immediately before the Valuation Time, (a) the NYSE or another primary trading market for Fund securities of either Fund (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE an Exchange or elsewhere is disrupted, so that that, in either Board’s judgment, accurate appraisal of the net value of Target and either Fund’s net assets and/or the NAV for per share of any class of Acquiring Fund Shares is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time Time) shall be postponed until the first business day on which that Exchange is open for regular trading after the day when such that trading shall have has been fully resumed and such that reporting shall have has been restored. The Closing shall be held at the Acquiring Fund Trust’s offices or at another place as to which the Trusts agree. 3.2. Target Acquired Fund shall deliver to direct the Trust at the Closing a schedule of its Assets as custodian of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall Acquired Fund’s assets to deliver at the Closing a certificate of an authorized officer (the “Certificate”) stating that (a) the Assets held by the custodian it holds will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent Acquired Fund shall direct its transfer agent to deliver to the Acquiring Fund at or immediately after the Closing a certificate Certificate stating that its records contain (a) the name, address, and taxpayer identification number of each Shareholder, (b) the number of full and fractional shares of Acquired Fund Shares each Shareholder owns, and (c) the dividend reinvestment elections, if any, applicable to each Shareholder, all at the Effective Time. 3.4. The Acquiring Fund Trust shall direct its transfer agent to deliver to the Acquired Fund, (a) at the Closing, a confirmation, or other evidence satisfactory to the Acquired Fund, that the Acquiring Fund Shares to be issued to Acquired Fund pursuant to paragraph 1.1(a) have been credited to Acquired Fund’s account on Acquiring Fund’s shareholder records and (b) at or as soon as reasonably practicable after the Closing, a Certificate as to the opening on Acquiring Fund's share transfer books of accounts on those records in the names of Target's Shareholdersthe Shareholders (except Shareholders in whose names accounts thereon already exist). 3.5. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account Each Trust, on Acquiring Fund's books. At the Closingbehalf of their respective Funds, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing (a) a certificate executed Certificate in its name by its President or a Vice President form and substance satisfactory to the recipient and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement herein are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby and (b) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the Acquiring Fund Trust determines to be needed.

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the Investment Companies agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern time) on October 20, 2017, or a later date to which they agree (“Effective Time”). The Closing shall be held at the date thereof New Trust’s offices or at such other time upon place as to which the parties may agree Investment Companies agree. 2.2 The Old Fund shall direct and cause the custodian of its assets ("Effective Time"“Old Custodian”). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver make its portfolio securities available to the New Trust at (or to New Fund’s custodian (“New Custodian”), if the Closing a schedule of its Assets as of the Effective TimeNew Trust so directs), which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at examination, no later than five business days preceding the Effective Time and (b) all necessary taxes to transfer and deliver the Assets at the Effective Time to the New Custodian for the New Fund’s account, as follows: (1) duly endorsed in conjunction proper form for transfer in such condition as to constitute good delivery thereof in accordance with the delivery custom of brokers, (2) by book entry, in accordance with the Old Custodian’s customary practices and any securities depository (as defined in Rule 17f-4 under the ▇▇▇▇ ▇▇▇) in which the Old Fund’s assets are deposited, in the case of the AssetsOld Fund’s portfolio securities and instruments deposited with those depositories, including all applicable and (3) by wire transfer of federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3funds in the case of cash. The Transfer Agent Old Fund shall also direct the Old Custodian to deliver at the Closing an authorized officer’s certificate (a) stating that pursuant to proper instructions provided to the Old Custodian by the Old Fund, the Old Custodian has delivered all of the Old Fund’s portfolio securities, cash, and other Assets to the New Custodian for the New Fund’s account and (b) attaching a schedule setting forth information (including adjusted basis and holding period, by lot) concerning the Assets. The New Custodian shall certify to the New Trust that such information, as reflected on the New Fund’s books immediately after the Effective Time, does or will conform to that information as so certified by the Old Custodian. 2.3 The Old Fund shall direct its transfer agent to deliver to the New Trust at the Closing an authorized officer’s certificate listing the Shareholders’ names and addresses together with the number of full and fractional outstanding Old Fund Shares each Shareholder owns, at the Effective Time. The New Trust shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing an authorized officer’s certificate as to the opening on Acquiring Fund's share transfer books of accounts on the New Fund’s shareholder records in the names of Target's Shareholders. The Trust shall issue the Shareholders and deliver a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring the Old Fund's , that the New Fund Shares to be credited to Target the Old Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's the Old Fund’s account on Acquiring those records. 2.4 The Old Fund shall deliver to the New Trust and the Manager before the Closing, an authorized officer’s certificate listing each security, by name of issuer and number of shares that is being carried on the Old Fund's books. ’s books at an estimated fair market value provided by an authorized pricing vendor for the Old Fund or at a fair value as determined pursuant to the Old Fund’s policies and procedures as approved by the Old Fund’s Board and implemented by the Manager. 2.5 At the Closing, each party Investment Company shall deliver to the other such (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Investment Company or its counsel may reasonably request. 3.4. The Trust, on behalf of Target requests and Acquiring Fund, respectively, shall deliver at the Closing (b) a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient, and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the Investment Companies agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on or after October 16, 2016 (“Effective Time”). The Closing shall be held at the date thereof New Trust’s offices or at such other time upon place as to which the parties may agree Investment Companies agree. 2.2 The Old Trust shall direct and cause the custodian of the Old Fund’s assets ("Effective Time"). If, immediately before the Valuation Time, “Old Custodian”) (a) to make the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver Old Fund’s portfolio securities available to the New Trust at (or to its custodian (“New Custodian”), if the Closing a schedule of its Assets as of the Effective TimeNew Trust so directs), which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at examination, no later than five business days preceding the Effective Time and (b) all necessary taxes to transfer and deliver the Assets at the Effective Time to the New Custodian for the New Fund’s account, as follows: (1) duly endorsed in conjunction proper form for transfer in such condition as to constitute good delivery thereof in accordance with the delivery custom of brokers, (2) by book entry, in accordance with the Old Custodian’s customary practices and any securities depository (as defined in Rule 17f-4 under the 1▇▇▇ ▇▇▇) in which the Old Fund’s assets are deposited, in the case of the AssetsOld Fund’s portfolio securities and instruments deposited with those depositories, including all applicable and (3) by wire transfer of federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3funds in the case of cash. The Transfer Agent Old Trust shall also direct the Old Custodian to deliver at the Closing an authorized officer’s certificate (a) stating that pursuant to proper instructions provided to the Old Custodian by the Old Trust, the Old Custodian has delivered all of the Old Fund’s portfolio securities, cash, and other Assets to the New Custodian for New Fund’s account and (b) attaching a schedule setting forth information (including adjusted basis and holding period, by lot) concerning the Assets. The New Custodian shall certify to the New Trust that such information, as reflected on New Fund’s books immediately after the Effective Time, does or will conform to that information as so certified by the Old Custodian. 2.3 The Old Trust shall direct its transfer agent to deliver, to the New Trust at the Closing an authorized officer’s certificate listing the Shareholders’ names and addresses together with the number of full and fractional outstanding Old Fund Shares each Shareholder owns, at the Effective Time, certified by its transfer agent. The New Trust shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing an authorized officer’s certificate as to the opening on Acquiring Fund's share transfer books of accounts on New Fund’s shareholder records in the names of Target's Shareholders. The Trust shall issue the listed Shareholders and deliver a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring Fund's the Old Trust, that the New Fund Shares to be credited to Target the Old Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's the Old Fund’s account on Acquiring those records. 2.4 The Old Trust shall deliver to the New Trust and the Manager before the Closing, an authorized officer’s certificate listing each security, by name of issuer and number of shares that is being carried on the Old Fund's books. ’s books at an estimated fair market value provided by an authorized pricing vendor for the Old Fund or at a fair value as determined pursuant to the Old Trust’s policies and procedures as approved by the Old Trust’s Board and implemented by the Manager. 2.5 At the Closing, each party Investment Company shall deliver to the other such (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Investment Company or its counsel may reasonably request. 3.4. The Trust, on behalf of Target requests and Acquiring Fund, respectively, shall deliver at the Closing (b) a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient, and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.

Closing and Effective Time. 3.1. The Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇3435 Stelzer Road, Columbus, ▇▇▇▇ ▇▇▇▇.43219, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________on October 5, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver to the Trust at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate as to the opening on Acquiring Fund's share transfer books of accounts in the names of Target's Shareholders. The Trust shall issue and deliver a confirmation to Target evidencing Acquiring Fund's Shares to be credited to Target at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's account on Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The Trust, on behalf of Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Each Reorganization, together with related acts necessary to consummate the same ("Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ offices on _____________, 20012000, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the date thereof or at such other time upon which the parties may agree ("Effective Time"). If, immediately before the Valuation Time, (a) the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of each Target and the NAV per share for each Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Each Target shall deliver to the Trust Victory at the Closing a schedule of its Assets as of the Effective Time, which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Each Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to the corresponding Acquiring Fund at the Effective Time and (b) all necessary taxes in conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. The Transfer Agent shall deliver at the Closing a certificate as to the opening on each Acquiring Fund's share transfer books of accounts in the names of the corresponding Target's Shareholders. The Trust Victory shall issue and deliver a confirmation to each Target evidencing the Acquiring Fund's Shares to be credited to such Target at the Effective Time or provide evidence satisfactory to such Target that the corresponding Acquiring Fund's Shares have been credited to such Target's account on such Acquiring Fund's books. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as the other party or its counsel may reasonably request. 3.4. The TrustVictory, on behalf of each Target and Acquiring Fund, respectively, shall deliver at the Closing a certificate executed in its name by its President or a Vice President and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement.

Closing and Effective Time. 3.1. The Reorganization2.1 Unless the Investment Companies agree otherwise, together with related all acts necessary to consummate the same Reorganization ("“Closing"), shall occur at the Funds' principal offices, located at 1055 W▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ____________, 2001, or at such other place and/or on such other date upon which the parties may agree. All acts taking place at the Closing ”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on or after [July 24], 2015 (“Effective Time”). The Closing shall be held at the date thereof New Trust’s offices or at such other time upon place as to which the parties may agree Investment Companies agree. 2.2 The Old Trust shall cause the custodian of the Existing Fund’s assets ("Effective Time"). If, immediately before the Valuation Time, “Old Custodian”) (a) to make the NYSE is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted, so that accurate appraisal of the net value of Target and the NAV for Acquiring Fund is impracticable, the Effective Time shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.2. Target shall deliver Existing Fund’s portfolio securities available to the New Trust at (or to its custodian (“New Custodian”), if the Closing a schedule of its Assets as of the Effective TimeNew Trust so directs), which shall set forth for all portfolio securities included therein their adjusted tax bases and holding periods by lot. Target's custodian shall deliver at the Closing a certificate of an authorized officer stating that (a) the Assets held by the custodian will be transferred to Acquiring Fund at examination, no later than five business days preceding the Effective Time and (b) all necessary taxes to transfer and deliver the Assets at the Effective Time to the New Custodian for the New Fund’s account, as follows: (1) duly endorsed in conjunction proper form for transfer in such condition as to constitute good delivery thereof in accordance with the delivery custom of brokers, (2) by book entry, in accordance with the Old Custodian’s customary practices and any securities depository (as defined in Rule 17f-4 under the ▇▇▇▇ ▇▇▇) in which the Existing Fund’s assets are deposited, in the case of the AssetsExisting Fund’s portfolio securities and instruments deposited with those depositories, including all applicable and (3) by wire transfer of federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3funds in the case of cash. The Transfer Agent Old Trust shall also direct the Old Custodian to deliver at the Closing an authorized officer’s certificate (a) stating that pursuant to proper instructions provided to the Old Custodian by the Old Trust, the Old Custodian has delivered all of the Existing Fund’s portfolio securities, cash, and other Assets to the New Custodian for New Fund’s account and (b) attaching a schedule setting forth information (including adjusted basis and holding period, by lot) concerning the Assets. The New Custodian shall certify to the New Trust that such information, as reflected on New Fund’s books immediately after the Effective Time, does or will conform to that information as so certified by the Old Custodian. 2.3 The Old Trust shall deliver, or shall direct its transfer agent to deliver, to the New Trust at the Closing an authorized officer’s certificate listing the Shareholders’ names and addresses together with the number of full and fractional outstanding Existing Fund Shares, by class, each such Shareholder owns, at the Effective Time, certified by the Old Trust’s Secretary or Assistant Secretary or by its transfer agent, as applicable. The New Trust shall direct its transfer agent to deliver at or as soon as reasonably practicable after the Closing an authorized officer’s certificate as to the opening on Acquiring Fund's share transfer books of accounts on New Fund’s shareholder records in the names of Target's Shareholders. The Trust shall issue the listed Shareholders and deliver a confirmation confirmation, or other evidence satisfactory to Target evidencing Acquiring Fund's the Old Trust, that the New Fund Shares to be credited to Target the Existing Fund at the Effective Time or provide evidence satisfactory to Target that Acquiring Fund's Shares have been credited to Target's the Existing Fund’s account on Acquiring those records. 2.4 The Old Trust shall deliver to the New Trust and the Manager within five days before the Closing, an authorized officer’s certificate listing each security, by name of issuer and number of shares that is being carried on the Existing Fund's books. ’s books at an estimated fair market value provided by an authorized pricing vendor for the Existing Fund. 2.5 At the Closing, each party Investment Company shall deliver to the other such (a) bills of sale, checks, assignments, stock share certificates, receipts, or and/or other documents as the other party Investment Company or its counsel may reasonably request. 3.4. The Trust, on behalf of Target requests and Acquiring Fund, respectively, shall deliver at the Closing (b) a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient, and dated as of the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct in all material respects at the Effective Time, with the same force and effect as if made at and as of the Effective Time, Time except as they may be affected by the transactions contemplated by this Agreementhereby.