Common use of Eastern Time Clause in Contracts

Eastern Time. The Closing shall be held at the offices of the Company or at such other time and/or place as the parties may agree. 3.2 The Company shall direct State Street Bank and Trust Company, as custodian for each Acquired Fund (Custodian), to deliver to the Trust, at the Closing, a certificate of an authorized officer stating that (i) the Assets of each Acquired Fund have been delivered in proper form to the corresponding Acquiring Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of each Acquired Fund, including all applicable Federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Each Acquired Funds portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the corresponding Acquiring Fund, as the Custodian also serves as the custodian for each Acquiring Fund. Such presentation shall be made for examination no later than five business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by each Acquired Fund as of the Closing Date for the account of the corresponding Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of each Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and of each securities depository, as defined in Rule 17f-4 under the 1940 Act, in which the corresponding Acquired Funds Assets are deposited, the corresponding Acquired Funds Assets deposited with such depositories. The cash to be transferred by each Acquired Fund shall be delivered by wire transfer of Federal funds on the Closing Date. 3.3 The Company shall direct PFPC, Inc., in its capacity as transfer agent for each Acquired Fund (Transfer Agent), to deliver to the Trust at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of shares owned by each such shareholder immediately prior to the Closing. Each Acquiring Fund shall deliver to the Secretary of the corresponding Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.3 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each Acquired Fund shall deliver to the corresponding Acquiring Fund such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the corresponding Acquiring Fund or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of an Acquiring Fund or the corresponding Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of either the Board of Trustees of the Trust or the Board of Directors of the Company, accurate appraisal of the value of the net assets of the Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Eastern Time. The Closing shall be held at the offices of the Company or at such other time and/or place as the parties may agree. 3.2 3.2. The Company shall direct State Street Bank and Trust Company, as custodian for each the Acquired Fund (Custodian), to deliver to the TrustAcquiring Fund, at the Closing, a certificate of an authorized officer stating that (i) the Assets of each Acquired Fund have been delivered in proper form to the corresponding Acquiring Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of each Acquired FundAssets, including all applicable Federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Each The Acquired Funds Fund*s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the corresponding Acquiring Fund, as the Custodian also serves as the custodian for each the Acquiring Fund. Such presentation shall be made for examination no later than five business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by each the Acquired Fund as of the Closing Date for the account of the corresponding Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of each the Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (1940 Act), in which the corresponding Acquired Funds Fund*s Assets are deposited, the corresponding Acquired Funds Fund*s Assets deposited with such depositories. The cash to be transferred by each the Acquired Fund shall be delivered by wire transfer of Federal funds on the Closing Date. 3.3 3.3. The Company shall direct PFPC, Inc., in its capacity as transfer agent for each Acquired Fund the Company (Transfer Agent), to deliver to the Trust Acquiring Fund at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class of Class A, Class B, Class II, Class K and Class Y shares owned by each such shareholder immediately prior to the Closing. Each The Acquiring Fund shall deliver to the Secretary of the corresponding Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds Fund*s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.3 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each Acquired Fund party shall deliver to the corresponding Acquiring Fund other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the corresponding Acquiring Fund such other party or its counsel may reasonably request. 3.4 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of an the Acquiring Fund or the corresponding Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of either the Board of Trustees of the Trust or the Board of Directors of the Company, accurate appraisal of the value of the net assets of the Acquiring Fund or the Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Eastern Time. The Closing shall be held at the offices of the Acquired Fund Company or at such other time and/or place as the parties may agree. 3.2 The 3.2. Acquired Fund Company shall direct State Street Bank and Trust CompanyJPMorgan Chase Bank, N.A., as custodian for each the Acquired Fund (Acquired Fund Custodian), to deliver to the TrustOGMF, at the Closing, a certificate of an authorized officer stating that (i) the Assets of each the Acquired Fund have been delivered in proper form to the corresponding Acquiring Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of each the Acquired Fund, including all applicable Federal federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Each The Acquired Funds portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the corresponding Acquiring FundJPMorgan Chase Bank, as the Custodian also serves N.A., as the custodian for each the Acquiring FundFund (Acquiring Fund Custodian). Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by each the Acquired Fund as of the Closing Date for the account of the corresponding Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Each Acquired Funds Assets held in book-entry form with a securities depository, as defined in Rule 17f-4 of the 1940 Act, shall be transferred by the Acquired Fund Custodian shall deliver to those persons at the Acquiring Fund Custodian who have primary responsibility for the safekeeping account of the assets of each corresponding Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and of each such securities depository, as defined in Rule 17f-4 under the 1940 Act, in which the corresponding Acquired Funds Assets are deposited, the corresponding Acquired Funds Assets deposited with such depositories. The cash to be transferred by each the Acquired Fund shall be delivered by wire transfer of Federal federal funds on the Closing Date. 3.3 The 3.3. Acquired Fund Company shall direct PFPC, Inc., in its capacity as the transfer agent for each the Acquired Fund (Transfer Agent), ) to deliver to the Trust OGMF at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of shares Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. Each The Acquiring Fund shall deliver to the Secretary of the corresponding Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.3 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each Acquired Fund party shall deliver to the corresponding Acquiring Fund other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the corresponding Acquiring Fund or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of an Acquiring Fund or the corresponding Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of either the Board of Trustees of the Trust or the Board of Directors of the Company, accurate appraisal of the value of the net assets of the Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 4.,

Eastern Time. The Closing shall be held at the offices of the Company or at such other time and/or place as the parties may agree. 3.2 The Company shall direct State Street Bank and Trust Company, as custodian for each Acquired Fund (Custodian)\ Custodian \, to deliver to the Trust, at the Closing, a certificate of an authorized officer stating that (i) \i\ the Assets of each Acquired Fund have been delivered in proper form to the corresponding Acquiring Fund within two business days prior to or on the Closing Date, and (ii) \ii\ all necessary taxes in connection with the delivery of the Assets of each Acquired Fund, including all applicable Federal federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Each Acquired Funds portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the corresponding Acquiring Fund, as the Custodian also serves as the custodian for each Acquiring Fund. Such presentation shall be made for examination no later than five business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by each Acquired Fund as of the Closing Date for the account of the corresponding Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of each Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and of each securities depository, as defined in Rule 17f-4 under the 1940 Act, in which the corresponding Acquired Funds Assets are deposited, the corresponding Acquired Funds Assets deposited with such depositories. The cash to be transferred by each Acquired Fund shall be delivered by wire transfer of Federal federal funds on the Closing Date. 3.3 The Company shall direct PFPC, Inc., in its capacity as transfer agent for each Acquired Fund (\ Transfer Agent)Agent \, to deliver to the Trust at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of shares owned by each such shareholder immediately prior to the Closing. Each Acquiring Fund shall deliver to the Secretary of the corresponding Acquired Fund a confirmation evidencing that (a) \a\ the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.3 and (b) \b\ the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each Acquired Fund shall deliver to the corresponding Acquiring Fund such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the corresponding Acquiring Fund or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) \a\ the New York Stock Exchange or another primary trading market for portfolio securities of an Acquiring Fund or the corresponding Acquired Fund (each\each, an Exchange) Exchange \ shall be closed to trading or trading thereupon shall be restricted, or (b) \b\ trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of either the Board of Trustees of the Trust or the Board of Directors of the Company, accurate appraisal of the value of the net assets of the Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Eastern Time. The Closing shall be held at the offices of the Acquired Fund Company or at such other time and/or place as the parties may agree. 3.2 The 3.2. Acquired Fund Company shall direct State Street Bank and Trust CompanyJPMorgan Chase Bank, N.A., as custodian for each the Acquired Fund (Acquired Fund Custodian), to deliver to the TrustOGMF, at the Closing, a certificate of an authorized officer stating that (i) the Assets of each the Acquired Fund have been delivered in proper form to the corresponding Acquiring Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of each the Acquired Fund, including all applicable Federal federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Each The Acquired Funds portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the corresponding Acquiring FundJPMorgan Chase Bank, as the Custodian also serves N.A., as the custodian for each the Acquiring FundFund (Acquiring Fund Custodian). Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by each the Acquired Fund as of the Closing Date for the account of the corresponding Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Each Acquired Funds Assets held in book-entry form with a securities depository, as defined in Rule 17f-4 of the 1940 Act, shall be transferred by the Acquired Fund Custodian shall deliver to those persons at the Acquiring Fund Custodian who have primary responsibility for the safekeeping account of the assets of each corresponding Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and of each such securities depository, as defined in Rule 17f-4 under the 1940 Act, in which the corresponding Acquired Funds Assets are deposited, the corresponding Acquired Funds Assets deposited with such depositories. The cash to be transferred by each the Acquired Fund shall be delivered by wire transfer of Federal federal funds on the Closing Date. 3.3 The 3.3. Acquired Fund Company shall direct PFPC, Inc., in its capacity as the transfer agent for each the Acquired Fund (Transfer Agent), ) to deliver to the Trust OGMF at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of shares Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. Each The Acquiring Fund shall deliver to the Secretary of the corresponding Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.3 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each Acquired Fund party shall deliver to the corresponding Acquiring Fund other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the corresponding Acquiring Fund other party or its counsel may reasonably request. 3.4 3.4. In the event that on at the Valuation Date (with respect to the Acquired Fund) or at the time of calculation of the net asset value per share of each class of Acquiring Fund Shares pursuant to paragraph 2.2 (with respect to the Acquiring Fund) (a) the New York Stock Exchange or another primary trading market for portfolio securities of an the Acquiring Fund or the corresponding Acquired Fund (each, each an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of either the Board of Trustees of the Trust or the Board of Directors of the Company, that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticableimpracticable (in the judgment of the Board of Trustees of OGMF with respect to the Acquiring Fund and the Board of Trustees of Acquired Fund Company with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day day) after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Eastern Time. The Closing shall be held at the offices of the Company or at such other time and/or place as the parties may agree. 3.2 The Company shall direct State Street Bank and Trust Company, as custodian for each Acquired Fund (Custodian), to deliver to the Trust, at the Closing, a certificate of an authorized officer stating that (i) the Assets of each Acquired Fund have been delivered in proper form to the corresponding Acquiring Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of each Acquired Fund, including all applicable Federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Each Acquired Funds Fund*s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the corresponding Acquiring Fund, as the Custodian also serves as the custodian for each Acquiring Fund. Such presentation shall be made for examination no later than five business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by each Acquired Fund as of the Closing Date for the account of the corresponding Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of each Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and of each securities depository, as defined in Rule 17f-4 under the 1940 Act, in which the corresponding Acquired Funds Fund*s Assets are deposited, the corresponding Acquired Funds Fund*s Assets deposited with such depositories. The cash to be transferred by each Acquired Fund shall be delivered by wire transfer of Federal funds on the Closing Date. 3.3 The Company shall direct PFPC, Inc., in its capacity as transfer agent for each Acquired Fund (Transfer Agent), to deliver to the Trust at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of shares owned by each such shareholder immediately prior to the Closing. Each Acquiring Fund shall deliver to the Secretary of the corresponding Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds Fund*s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.3 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each Acquired Fund shall deliver to the corresponding Acquiring Fund such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the corresponding Acquiring Fund or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of an Acquiring Fund or the corresponding Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of either the Board of Trustees of the Trust or the Board of Directors of the Company, accurate appraisal of the value of the net assets of the Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Eastern Time. The Closing shall be held at the offices of the Company MST or at such other time and/or place as the parties may agree. 3.2 The Company 3.2. MST shall direct State Street Bank and Trust Company, as custodian for each the Acquired Fund ("Custodian"), to deliver to the Trust, MST at the Closing, Closing a certificate of an authorized officer of the Custodian stating that (ia) the Assets of each the Acquired Fund have been delivered in proper form to the corresponding Acquiring Fund within two (2) business days prior to or on the Closing Date, and (iib) all the Custodian has paid such amounts, or set aside such amounts necessary taxes in connection with the delivery for payment, as it has been instructed by an authorized person of the Assets of each Funds under the Custody Agreement. The Acquired Fund, including all applicable Federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Each Acquired Funds 's portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the corresponding Acquiring Fund, as the Custodian also serves as the custodian for each the Acquiring Fund. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by each the Acquired Fund as of the Closing Date for the account of the corresponding Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of each the Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and of each securities depository, as defined in Rule 17f-4 under the 1940 Act, in which the corresponding Acquired Funds Fund's Assets are deposited, the corresponding Acquired Funds Fund's Assets deposited with such depositories. The cash to be transferred by each the Acquired Fund shall be delivered by wire transfer of Federal funds on the Closing Date. 3.3 The Company 3.3. MST shall direct PFPC, BNY Mellon Investment Servicing (US) Inc., in its capacity as transfer agent for each Acquired Fund MST ("Transfer Agent"), to deliver to the Trust MST at the Closing a certificate of an authorized officer of the Transfer Agent stating that its records contain the name names and address addresses of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Class A, B, C, K, and Y shares owned by each such shareholder immediately prior to the Closing. Each Acquiring Fund shall deliver to the The Secretary of the corresponding Acquired Fund a confirmation evidencing MST shall confirm that (a) the appropriate number of corresponding Acquiring Fund Shares have been credited to the Acquired Funds Fund's account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.3 1.4, and (b) the appropriate number of corresponding Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each Acquired Fund MST shall deliver to the corresponding Acquiring Fund execute such bills of sale, checks, assignments, share stock certificates, if any, receipts or other documents as necessary to effect the corresponding Acquiring Fund or its counsel may reasonably requestReorganization. 3.4 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of an the Acquiring Fund or the corresponding orthe Acquired Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of either the Board of Trustees of the Trust or the Board of Directors of the CompanyMST, accurate appraisal of the value of the net assets of the Acquiring Fund or the Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day practicable after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Eastern Time. The Closing shall be held at the offices of the Company Trust or at such other time and/or place as the parties may agree. 3.2 3.2. The Company Trust shall direct State Street Bank and Trust CompanyJPMorgan Chase Bank, N.A., as custodian for each the Acquired Fund (the “Custodian”), to deliver to the Trustdeliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets of each Acquired Fund shall have been delivered in proper form to the corresponding each Acquiring Fund within two business days prior to or on the Closing Date, ; and (ii) all necessary taxes in connection with the delivery of the Assets of each Acquired FundAssets, including all applicable Federal federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Each The Acquired Funds Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets Assets of the corresponding Acquiring Fund, as the Custodian also serves as the custodian for each Acquiring Fund. Such presentation shall be made Fund for examination no later than five business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by each the Acquired Fund as of the Closing Date for the account of the corresponding Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian Trust on behalf of the Acquired Fund, shall deliver to those persons at direct the Custodian who have primary responsibility for the safekeeping of the assets of each Acquiring Fund to deliver as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and of each any securities depository, depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act, ”)) in which the corresponding Acquired Funds Assets are deposited, the corresponding Acquired Funds Assets Fund’s portfolio securities and instruments deposited with such depositories. The cash to be transferred by each the Acquired Fund shall be delivered by wire transfer of Federal federal funds on the Closing Date. 3.3 3.3. The Company Trust shall direct PFPCJPMorgan Chase Bank, Inc., in its capacity as transfer agent for each Acquired Fund N.A. (the “Transfer Agent”), on behalf of the Acquired Fund, to deliver to the Trust at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class shares (of shares the classes listed in Schedule A) owned by each such shareholder immediately prior to the Closing. Each The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the corresponding Acquired Fund, or provide evidence satisfactory to the Acquired Fund a confirmation evidencing that (a) the appropriate number of such Acquiring Fund Shares have been credited to the Acquired Funds Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.3 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4Fund. At the Closing Closing, each Acquired Fund party shall deliver to the corresponding Acquiring Fund other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the corresponding Acquiring Fund such other party or its counsel may reasonably request. 3.4 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of an Acquiring Fund or the corresponding Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of either the Board of Trustees of the Trust or the Board of Directors of the CompanyTrust, accurate appraisal of the value of the net assets of the Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Eastern Time. The Closing shall be held at the offices of the Company Trust or at such other time and/or place as the parties may agree. 3.2 3.2. The Company shall direct State Street Bank and Trust Company, as custodian for each the Acquired Fund (Custodian), to deliver to the Trustdeliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets of each Acquired Fund shall have been delivered in proper form to the corresponding Acquiring Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of each Acquired FundAssets, including all applicable Federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Each The Acquired Funds Fund*s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the corresponding Acquiring Fund, as Fund since the Custodian also serves as the custodian for each the Acquiring Fund. Such presentation shall be made for examination no later than five business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by each the Acquired Fund as of the Closing Date for the account of the corresponding Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of each the Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (1940 Act), in which the corresponding Acquired Funds Fund*s Assets are deposited, the corresponding Acquired Funds Fund*s Assets deposited with such depositories. The cash to be transferred by each the Acquired Fund shall be delivered by wire transfer of Federal funds on the Closing Date. 3.3 3.3. The Company shall direct PFPC, Inc., in its capacity as transfer agent for each the Acquired Fund (Transfer Agent), to deliver to the Trust at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class of Class A, Class B, Class C and Class Y shares owned by each such shareholder immediately prior to the Closing. Each The Acquiring Fund shall issue and deliver to the Secretary of the corresponding Acquired Fund prior to the Closing Date a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares will be credited to the Acquired Fund on the Closing Date, or provide other evidence satisfactory to the Acquired Fund as of the Closing Date that such Acquiring Fund Shares have been credited to the Acquired Funds Fund*s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.3 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4Fund. At the Closing each Acquired Fund party shall deliver to the corresponding Acquiring Fund other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the corresponding Acquiring Fund such other party or its counsel may reasonably request. 3.4 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of an the Acquiring Fund or the corresponding Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of either the Board of Trustees of the Trust or the Board of Directors of the Company, accurate appraisal of the value of the net assets of the Acquiring Fund or the Acquired Fund Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Eastern Time. The Closing shall be held at the offices of the Acquired Fund Company or at such other time and/or place as the parties may agree. 3.2 The 3.2. Acquired Fund Company shall direct State Street Bank and Trust CompanyJPMorgan Chase Bank, N.A., as custodian for each the Acquired Fund (Acquired Fund Custodian), to deliver to the TrustOGMF, at the Closing, a certificate of an authorized officer stating that (i) the Assets of each the Acquired Fund have been delivered in proper form to the corresponding Acquiring Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of each the Acquired Fund, including all applicable Federal federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Each The Acquired Funds portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the corresponding Acquiring FundJPMorgan Chase Bank, as the Custodian also serves N.A., as the custodian for each the Acquiring FundFund (Acquiring Fund Custodian). Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by each the Acquired Fund as of the Closing Date for the account of the corresponding Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Each Acquired Funds Assets held in book-entry form with a securities depository, as defined in Rule 17f-4 of the 1940 Act, shall be transferred by the Acquired Fund Custodian shall deliver to those persons at the Acquiring Fund Custodian who have primary responsibility for the safekeeping account of the assets of each corresponding Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and of each such securities depository, as defined in Rule 17f-4 under the 1940 Act, in which the corresponding Acquired Funds Assets are deposited, the corresponding Acquired Funds Assets deposited with such depositories. The cash to be transferred by each the Acquired Fund shall be delivered by wire transfer of Federal federal funds on the Closing Date. 3.3 The 3.3. Acquired Fund Company shall direct PFPC, Inc., in its capacity as the transfer agent for each the Acquired Fund (Transfer Agent), ) to deliver to the Trust OGMF at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of shares Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. Each The Acquiring Fund shall deliver to the Secretary of the corresponding Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.3 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph xxxxx xxxx 1.4. At the Closing each Acquired Fund party shall deliver to the corresponding Acquiring Fund other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the corresponding Acquiring Fund other party or its counsel may reasonably request. 3.4 3.4. In the event that on at the Valuation Date (with respect to the Acquired Fund) or at the time of calculation of the net asset value per share of each class of Acquiring Fund Shares pursuant to paragraph 2.2 (with respect to the Acquiring Fund) (a) the New York Stock Exchange or another primary trading market for portfolio securities of an the Acquiring Fund or the corresponding Acquired Fund (each, each an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of either the Board of Trustees of the Trust or the Board of Directors of the Company, that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticableimpracticable (in the judgment of the Board of Trustees of OGMF with respect to the Acquiring Fund and the Board of Trustees of Acquired Fund Company with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day day) after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Eastern Time. The Closing shall be held at the offices of the Company MST or at such other time and/or place as the parties may agree. 3.2 The Company 3.2. MST shall direct State Street Bank and Trust Company, as custodian for each the Acquired Fund (Custodian), to deliver to the Trust, MST at the Closing, Closing a certificate of an authorized officer of the Custodian stating that (ia) the Assets of each the Acquired Fund have been delivered in proper form to the corresponding Acquiring Fund within two business days prior to or on the Closing Date, closing date and (iib) all State Street has paid such amouhts or set aside such amounts necessary taxes in connection with the delivery for payment, as it has been instructed by an authorized person of the Assets of each Acquired Fund, including all applicable Federal and state stock transfer stamps, if any, have been paid or provision for payment has been madefunds under the custody Agreement. Each The Acquired Funds portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the corresponding Acquiring Fund, as the Custodian also serves as the custodian for each the Acquiring Fund. Such presentation shall be made for examination no later than five business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by each the Acquired Fund as of the Closing Date for the account of the corresponding Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of each the Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and of each securities depository, as defined in Rule 17f-4 under the 1940 Act, in which the corresponding Acquired Funds Assets are deposited, the corresponding Acquired Funds Assets deposited with such depositories. The cash to be transferred by each the Acquired Fund shall be delivered by wire transfer of Federal funds on the Closing Date. 3.3 The Company 3.3. MST shall direct PFPC, PNC Global Servicing Inc., in its capacity as transfer agent for each Acquired Fund MST (Transfer Agent), to deliver to the Trust MST at the Closing a certificate of an authorized officer of the Transfer Agent stating that its records contain the name names and address addresses of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Class A, B, C and Y shares owned by each such shareholder immediately prior to the Closing. Each Acquiring Fund shall deliver to the The Secretary of the corresponding Acquired Fund a confirmation evidencing MST shall confirm that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.3 1.4, and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each Acquired Fund MST shall deliver to the corresponding Acquiring Fund execute such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as necessary to effect the corresponding Acquiring Fund or its counsel may reasonably requestReorganization. 3.4 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of an the Acquiring Fund or the corresponding Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of either the Board of Trustees of the Trust or the Board of Directors of the CompanyMST, accurate appraisal of the value of the net assets of the Acquiring Fund or the Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day practicable after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Eastern Time. The Closing shall be held at the offices of the Acquired Fund Company or at such other time and/or place as the parties may agree. 3.2 The 3.2. Acquired Fund Company shall direct State Street Bank and Trust CompanyJPMorgan Chase Bank, N.A., as custodian for each the Acquired Fund ("Acquired Fund Custodian"), to deliver to the TrustOGMF, at the Closing, a certificate of an authorized officer stating that (i) the Assets of each the Acquired Fund have been delivered in proper form to the corresponding Acquiring Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of each the Acquired Fund, including all applicable Federal federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Each The Acquired Funds portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the corresponding Acquiring FundJPMorgan Chase Bank, as the Custodian also serves N.A., as the custodian for each the Acquiring FundFund ("Acquiring Fund Custodian"). Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by each the Acquired Fund as of the Closing Date for the account of the corresponding Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Each Acquired Funds Assets held in book-entry form with a securities depository, as defined in Rule 17f-4 of the 1940 Act, shall be transferred by the Acquired Fund Custodian shall deliver to those persons at the Acquiring Fund Custodian who have primary responsibility for the safekeeping account of the assets of each corresponding Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and of each such securities depository, as defined in Rule 17f-4 under the 1940 Act, in which the corresponding Acquired Funds Assets are deposited, the corresponding Acquired Funds Assets deposited with such depositories. The cash to be transferred by each the Acquired Fund shall be delivered by wire transfer of Federal federal funds on the Closing Date. 3.3 The 3.3. Acquired Fund Company shall direct PFPC, Inc., in its capacity as the transfer agent for each the Acquired Fund ("Transfer Agent), ") to deliver to the Trust OGMF at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of shares Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. Each The Acquiring Fund shall deliver to the Secretary of the corresponding Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.3 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each Acquired Fund party shall deliver to the corresponding Acquiring Fund other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the corresponding Acquiring Fund other party or its counsel may reasonably request. 3.4 3.4. In the event that on at the Valuation Date (with respect to the Acquired Fund) or at the time of calculation of the net asset value per share of each class of Acquiring Fund Shares pursuant to paragraph 2.2 (with respect to the Acquiring Fund) (a) the New York Stock Exchange or another primary trading market for portfolio securities of an the Acquiring Fund or the corresponding Acquired Fund (each, each an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of either the Board of Trustees of the Trust or the Board of Directors of the Company, that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticableimpracticable (in the judgment of the Board of Trustees of OGMF with respect to the Acquiring Fund and the Board of Trustees of Acquired Fund Company with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day day) after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Eastern Time. The Closing shall be held at the offices of the Company MFT or at such other time and/or place as the parties may agree. 3.2 The Company MFT shall direct State Street Bank and Trust Company, as custodian for each Acquired Fund (Custodian), to deliver to the Trust, at the Closing, a certificate of an authorized officer stating that (i) the Assets of each Acquired Fund have been delivered in proper form to the corresponding Acquiring Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of each Acquired Fund, including all applicable Federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Each Acquired Funds Fund*s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the corresponding Acquiring Fund, as the Custodian also serves as the custodian for each Acquiring Fund. Such presentation shall be made for examination no later than five business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by each Acquired Fund as of the Closing Date for the account of the corresponding Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of each Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and of each securities depository, as defined in Rule 17f-4 under the 1940 Act, in which the corresponding Acquired Funds Fund*s Assets are deposited, the corresponding Acquired Funds Fund*s Assets deposited with such depositories. The cash to be transferred by each Acquired Fund shall be delivered by wire transfer of Federal funds on the Closing Date. 3.3 The Company MFT shall direct PFPC, Inc., in its capacity as transfer agent for each Acquired Fund (Transfer Agent), to deliver to the Trust at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of shares owned by each such shareholder immediately prior to the Closing. Each Acquiring Fund shall deliver to the Secretary of the corresponding Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds Fund*s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.3 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each Acquired Fund shall deliver to the corresponding Acquiring Fund such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the corresponding Acquiring Fund or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of an Acquiring Fund or the corresponding Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of either the Board of Trustees of the Trust or the Board of Directors Trustees of the CompanyMFT, accurate appraisal of the value of the net assets of the Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Eastern Time. The Closing shall be held at the offices of the Company Acquiring Trust or at such other time and/or place as the parties may agree. 3.2 3.2. The Company Acquired Trust shall direct State Street Bank and PFPC Trust Company, as custodian for each the Acquired Fund Funds (the “Custodian”), to deliver to the Trustdeliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets of each Acquired Fund shall have been delivered in proper form to the corresponding each Acquiring Fund within two business days prior to or on the Closing Date, ; and (ii) all necessary taxes in connection with the delivery of the Assets of each Acquired FundAssets, including all applicable Federal federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Each Acquired Funds Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility custodian for the safekeeping of the assets of the corresponding Acquiring Fund, as the Custodian also serves as the custodian for each Acquiring Fund. Such presentation shall be made Fund for examination no later than five business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by each the Acquired Fund as of the Closing Date for the account of the corresponding Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian Acquired Trust on behalf of each Acquired Fund, shall deliver to those persons at direct the Custodian who have primary responsibility for the safekeeping of the assets of each Acquiring Fund to deliver as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and of each any securities depository, depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act, ”)) in which the corresponding Acquired Funds Assets are deposited, the corresponding Acquired Funds Assets Fund’s portfolio securities and instruments deposited with such depositories. The cash to be transferred by each an Acquired Fund shall be delivered by wire transfer of Federal federal funds on the Closing Date. 3.3 The Company shall direct PFPCIf, Inc.on the Closing Date, an Acquired Fund is unable to make delivery in the manner contemplated by this paragraph of securities held by the Acquired Fund for the reason that any of such securities purchased prior to the Closing Date have not yet been delivered to the Acquired Fund or its broker, then the corresponding Acquiring Fund may, in its capacity sole discretion, waive the delivery requirements of this paragraph with respect to said undelivered securities if the Acquired Fund has delivered to the Acquiring Fund or its custodian by or on the Closing Date, and with respect to said undelivered securities, executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or broker, together with such other documents as transfer agent for may be required by the Acquiring Fund or its custodian including broker’s confirmation slips. 3.3. The Acquired Trust shall direct PNC Global Investment Servicing (the “Transfer Agent”), on behalf of each Acquired Fund (Transfer Agent)Fund, to deliver to the Trust at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class shares (of shares the classes listed in Schedule A) owned by each such shareholder immediately prior to the Closing. Each Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the corresponding Acquired Fund a confirmation evidencing Fund, or provide evidence satisfactory to the Acquired Trust that (a) the appropriate number of such Acquiring Fund Shares have been credited to the corresponding Acquired Funds Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.3 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4Fund. At the Closing Closing, each Acquired Fund party shall deliver to the corresponding Acquiring Fund other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the corresponding Acquiring Fund such other party or its counsel may reasonably request. 3.4 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of an Acquiring Fund or the corresponding Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of either the Board of Trustees of the Acquired Trust or the Board of Directors of the Company, accurate appraisal of the value of the net assets of the Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Eastern Time. The Closing shall be held at the offices of the Acquired Fund Company or at such other time and/or place as the parties may agree. 3.2 The 3.2. Acquired Fund Company shall direct State Street Bank and Trust CompanyJPMorgan Chase Bank, N.A., as custodian for each the Acquired Fund (Acquired Fund Custodian), to deliver to the TrustOGMF, at the Closing, a certificate of an authorized officer stating that (i) the Assets of each the Acquired Fund have been delivered in proper form to the corresponding Acquiring Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of each the Acquired Fund, including all applicable Federal federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Each The Acquired Funds portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the corresponding Acquiring FundJPMorgan Chase Bank, as the Custodian also serves N.A., as the custodian for each the Acquiring FundFund (Acquiring Fund Custodian). Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by each the Acquired Fund as of the Closing Date for the account of the corresponding Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Each Acquired Funds Assets held in book-entry form with a securities depository, as defined in Rule 17f-4 of the 1940 Act, shall be transferred by the Acquired Fund Custodian shall deliver to those persons at the Acquiring Fund Custodian who have primary responsibility for the safekeeping account of the assets of each corresponding Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and of each such securities depository, as defined in Rule 17f-4 under the 1940 Act, in which the corresponding Acquired Funds Assets are deposited, the corresponding Acquired Funds Assets deposited with such depositories. The cash to be transferred by each the Acquired Fund shall be delivered by wire transfer of Federal federal funds on the Closing Date. 3.3 The 3.3. Acquired Fund Company shall direct PFPC, Inc., in its capacity as the transfer agent for each the Acquired Fund (Transfer Agent), ) to deliver to the Trust OGMF at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of shares Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. Each The Acquiring Fund shall deliver to the Secretary of the corresponding Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.3 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each Acquired Fund party shall deliver to the corresponding Acquiring Fund other party such bills of sale, checks, assignments, share certificates, ,if any, receipts or other documents as the corresponding Acquiring Fund other party or its counsel may reasonably request. 3.4 3.4. In the event that on at the Valuation Date (with respect to the Acquired Fund) or at the time of calculation of the net asset value per share of each class of Acquiring Fund Shares pursuant to paragraph 2.2 (with respect to the Acquiring Fund) (a) the New York Stock Exchange or another primary trading market for portfolio securities of an the Acquiring Fund or the corresponding Acquired Fund (each, each an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of either the Board of Trustees of the Trust or the Board of Directors of the Company, that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticableimpracticable (in the judgment of the Board of Trustees of OGMF with respect to the Acquiring Fund and the Board of Trustees of Acquired Fund Company with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day day) after the day when trading shall have been fully resumed and reporting shall have been restored. 4.