Common use of The Reorganization Clause in Contracts

The Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund agrees to sell, convey, transfer, and deliver to the Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of the Acquired Fund Investments (including interest accrued as of the Valuation Time on debt instruments) and to assume substantially all of the liabilities of the Acquired Fund, in exchange for that number of Merger Shares provided for in Section 4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Acquired Fund will distribute all Merger Shares received by it to its shareholders in exchange for their Acquired Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the amounts due the shareholders of the Acquired Fund based on their respective holdings in the Acquired Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Acquired Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, (i) nothing herein will require the Acquired Fund to dispose of any portfolio securities, or other investments, if, in the reasonable judgment of the Acquired Fund Trust Board of Trustees or the Acquired Fund’s investment advisor, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund, and (ii) nothing will permit the Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund Trust Board of Trustees or the Acquiring Fund’s investment advisor, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Acquired Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders all of its net investment company taxable income to and including the Closing Date, if any (computed without regard to any deduction for dividends paid), and all of its net capital gain realized to and including the Closing Date, if any. (d) The Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest the Acquired Fund receives on or after the Closing Date with respect to any of the Acquired Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern time, on the Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (f) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(k) of this Agreement. (g) The Acquired Fund will be terminated following the Closing Date by terminating its registration under the 1940 Act and its organization under Massachusetts law and, where it is required to do so, will withdraw its authority to do business in any state. (h) The Acquiring Fund will file with the Secretary of the Commonwealth of Massachusetts any necessary amendment to the Acquiring Fund Trust Declaration and Acquiring Fund Trust By-laws to consummate the Reorganization. (i) The Acquiring Fund and the Acquired Fund each understands and acknowledges that the Acquiring Fund has or intends to enter into a similar Agreement and Plan of Reorganization (each an “Other Reorganization”) with ▇▇▇▇ ▇▇▇▇▇▇▇ New York Tax-Free Income Fund (the “Other Acquired Fund”) pursuant to which the Acquiring Fund: (1) would acquire substantially all of the assets and assume substantially all of the liabilities of the Other Acquired Fund, and (2) common shareholders of the Other Acquired Fund will become common shareholders of the Acquiring Fund. The effective date of the Other Reorganization is expected to be in proximity to the Closing Date, however, the Other Reorganization may not occur simultaneously with the Reorganization, and the Other Reorganization may occur at any such time as the Acquiring Fund and the Other Acquired Fund may agree. The consummation of the Reorganization is not conditioned upon the consummation of the Other Reorganization. The Acquiring Fund and the Acquired Fund each understands, acknowledges and agrees that the Other Reorganization may not occur and the status of the Other Reorganization will not have a bearing on the consummation of the Reorganization.

The Reorganization. (a) Subject to receiving the requisite approval approvals of the shareholders of Target Fund Shareholders and the Acquired FundAcquiring Fund Shareholders, and to the other terms and conditions contained herein, and in accordance with the Acquired applicable law, the Target Fund agrees to sell, convey, transfer, transfer and deliver to the Acquiring Fund, Fund and the Acquiring Fund agrees to acquire from the Acquired Target Fund, on the Closing Date, all of the Acquired Target Fund Investments (including interest accrued as of the Valuation Time on debt instruments) ), and to assume substantially all of the liabilities of the Acquired Target Fund, in exchange for that number of Merger Acquiring Fund Shares provided for in Section 4. Pursuant to 4 of this Agreement, as soon as practicable after the Closing Date, the Acquired Fund will distribute all Merger Shares received by it to its shareholders in exchange for their Acquired Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records The existence of the Acquiring Fund in shall continue unaffected and unimpaired by the amounts due Reorganization and it shall be governed by the shareholders laws of the Acquired Fund based on their respective holdings in the Acquired Fund as of the Valuation TimeMaryland. (b) If it is determined the investment adviser determines that the portfolios of the Acquired Target Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investmentsinvestments or that the disposition of certain assets is necessary to ensure that the resulting portfolio will meet the Acquiring Fund's investment objective, policies and restrictions, as set forth in the Joint Proxy Statement/Prospectus, a copy of which has been delivered (including by electronic format) to the Target Fund, the Acquired Target Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, (i) , nothing herein will require the Acquired Target Fund to dispose of any portfolio securities, or other investments, portion of its assets if, in the reasonable judgment of the Acquired Fund Trust Target Fund's Board of Trustees Directors or the Acquired Fund’s investment advisoradviser, such disposition would adversely affect create more than an insignificant risk that the tax-free nature Reorganization would not be treated as a "reorganization" described in Section 368(a) of the Reorganization for federal income tax purposes Code or would otherwise not be in the best interests of the Acquired Fund, and (ii) nothing will permit the Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund Trust Board of Trustees or the Acquiring Fund’s investment advisor, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquiring Target Fund. (c) Prior to the Closing Date, the Acquired Target Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders (i) all of its net investment company taxable income to and including the Closing Date, if any (computed without regard to any deduction for dividends paid), and (ii) all of its net capital gain realized gain, if any, recognized to and including the Closing Date and (iii) the excess of its interest income excludable from gross income under Section 103(a) of the Code, if any, over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for the period to and including the Closing Date. The Acquiring Fund may pay amounts in respect of such distributions ("UNII Distributions") on behalf of the Target Fund to the Target ------------------ Fund Shareholders entitled to receive such UNII Distributions after the Closing Date as an agent out of cash or other short-term liquid assets maturing prior to the payment date of the UNII Distributions acquired from the Target Fund in the Reorganization, if anysegregated for this purpose and maintained in an amount at least equal to the remaining payment obligations in respect of the UNII Distributions. (d) The Acquired Pursuant to this Agreement, as soon as practicable, and in no event more than 48 hours, exclusive of Sundays and holidays, after the Closing Date, the Target Fund will pay or cause distribute all Acquiring Fund Shares received by it to its shareholders in exchange for their Target Fund Shares. Such distributions shall be paid to accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund any interest in the Acquired names of and in the amounts due to the Target Fund receives Shareholders based on or after their respective holdings in the Closing Date with respect to any Target Fund as of the Acquired Fund Investments transferred to the Acquiring Fund hereunderValuation Time. (e) The Valuation Time shall be 4:00 p.m., Eastern time, at the close of business of the New York Stock Exchange on the business day immediately preceding the Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing by the Funds (the “"Valuation Time”"). -------------- (f) The Target Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Fund receives on or after the Closing Date with respect to any of the Target Fund Investments transferred to the Acquiring Fund hereunder. (fg) Recourse for liabilities assumed from the Acquired Target Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Acquired Target Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(k2(i) of this Agreement. (gh) The Acquired Target Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and its organization dissolving under Massachusetts Maryland law and, where it is required to do so, and will withdraw its authority to do business in any state. (h) The Acquiring Fund will file with the Secretary of the Commonwealth of Massachusetts any necessary amendment to the Acquiring Fund Trust Declaration and Acquiring Fund Trust By-laws to consummate the Reorganizationstate where it is registered. (i) The Acquiring Fund and For U.S. federal income tax purposes, the Acquired Fund each understands and acknowledges parties to this Agreement intend that (i) the Acquiring Fund has or intends to enter into Reorganization qualify as a similar Agreement and Plan reorganization within the meaning of Reorganization (each an “Other Reorganization”Section 368(a) with ▇▇▇▇ ▇▇▇▇▇▇▇ New York Tax-Free Income Fund (the “Other Acquired Fund”) pursuant to which the Acquiring Fund: (1) would acquire substantially all of the assets and assume substantially all Code, (ii) this Agreement constitutes a plan of reorganization within the liabilities meaning of the Other Acquired FundU.S. Treasury Regulations Section 1.368-2(g), and (2iii) common shareholders the parties to this Agreement will each be a party to such reorganization within the meaning of Section 368(b) of the Other Acquired Fund will become common shareholders of the Acquiring Fund. The effective date of the Other Reorganization is expected to be in proximity to the Closing Date, however, the Other Reorganization may not occur simultaneously with the Reorganization, and the Other Reorganization may occur at any such time as the Acquiring Fund and the Other Acquired Fund may agree. The consummation of the Reorganization is not conditioned upon the consummation of the Other Reorganization. The Acquiring Fund and the Acquired Fund each understands, acknowledges and agrees that the Other Reorganization may not occur and the status of the Other Reorganization will not have a bearing on the consummation of the ReorganizationCode.

The Reorganization. (a) Subject to receiving the requisite approval approvals of the shareholders of Target Fund Shareholders and the Acquired FundAcquiring Fund Shareholders, and to the other terms and conditions contained herein, and in accordance with the Acquired applicable law, the Target Fund agrees to sell, convey, transfer, transfer and deliver to the Acquiring Fund, Fund and the Acquiring Fund agrees to acquire from the Acquired Target Fund, on the Closing Date, all of the Acquired Target Fund Investments (including interest accrued as of the Valuation Time on debt instruments) ), and to assume substantially all of the liabilities of the Acquired Target Fund, in exchange for that number of Merger Acquiring Fund Shares provided for in Section 4. Pursuant to 4 of this Agreement, as soon as practicable after the Closing Date, the Acquired Fund will distribute all Merger Shares received by it to its shareholders in exchange for their Acquired Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records The existence of the Acquiring Fund in shall continue unaffected and unimpaired by the amounts due Reorganization and it shall be governed by the shareholders of the Acquired Fund based on their respective holdings in the Acquired Fund as of the Valuation TimeDSTA. (b) If it is determined the investment adviser determines that the portfolios of the Acquired Target Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investmentsinvestments or that the disposition of certain assets is necessary to ensure that the resulting portfolio will meet the Acquiring Fund's investment objective, policies and restrictions, as set forth in the Joint Proxy Statement/Prospectus, a copy of which has been delivered (including by electronic format) to the Target Fund, the Acquired Target Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, (i) , nothing herein will require the Acquired Target Fund to dispose of any portfolio securities, or other investments, portion of its assets if, in the reasonable judgment of the Acquired Fund Trust Target Fund's Board of Trustees or the Acquired Fund’s investment advisoradviser, such disposition would adversely affect create more than an insignificant risk that the tax-free nature Reorganization would not be treated as a "reorganization" described in Section 368(a) of the Reorganization for federal income tax purposes Code or would otherwise not be in the best interests of the Acquired Fund, and (ii) nothing will permit the Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund Trust Board of Trustees or the Acquiring Fund’s investment advisor, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquiring Target Fund. (c) Prior to the Closing Date, the Acquired Target Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders (i) all of its net investment company taxable income to and including the Closing Date, if any (computed without regard to any deduction for dividends paid), and (ii) all of its net capital gain realized gain, if any, recognized to and including the Closing Date and (iii) the excess of its interest income excludable from gross income under Section 103(a) of the Code, if any, over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for the period to and including the Closing Date. The Acquiring Fund may pay amounts in respect of such distributions ("UNII Distributions") on behalf of the Target Fund to the Target Fund Shareholders entitled to receive such UNII Distributions after the Closing Date as an agent out of cash or other short-term liquid assets maturing prior to the payment date of the UNII Distributions acquired from the Target Fund in the Reorganization, if anysegregated for this purpose and maintained in an amount at least equal to the remaining payment obligations in respect of the UNII Distributions. (d) The Acquired Pursuant to this Agreement, as soon as practicable, and in no event more than 48 hours, exclusive of Sundays and holidays, after the Closing Date, the Target Fund will pay or cause distribute all Acquiring Fund Shares received by it to its shareholders in exchange for their Target Fund Shares. Such distributions shall be paid to accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund any interest in the Acquired names of and in the amounts due to the Target Fund receives Shareholders based on or after their respective holdings in the Closing Date with respect to any Target Fund as of the Acquired Fund Investments transferred to the Acquiring Fund hereunderValuation Time. (e) The Valuation Time shall be 4:00 p.m., Eastern time, at the close of business of the New York Stock Exchange on the business day immediately preceding the Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing by the Funds (the “"Valuation Time”"). (f) The Target Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Fund receives on or after the Closing Date with respect to any of the Target Fund Investments transferred to the Acquiring Fund hereunder. (g) Recourse for liabilities assumed from the Acquired Target Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Acquired Target Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(k2(i) of this Agreement. (gh) The Acquired Target Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and its organization dissolving under Massachusetts law and, where it is required to do so, the DSTA and will withdraw its authority to do business in any state. (h) The Acquiring Fund will file with the Secretary of the Commonwealth of Massachusetts any necessary amendment to the Acquiring Fund Trust Declaration and Acquiring Fund Trust By-laws to consummate the Reorganizationstate where it is registered. (i) The Acquiring Fund and For U.S. federal income tax purposes, the Acquired Fund each understands and acknowledges parties to this Agreement intend that (i) the Acquiring Fund has or intends to enter into Reorganization qualify as a similar Agreement and Plan reorganization within the meaning of Reorganization (each an “Other Reorganization”Section 368(a) with ▇▇▇▇ ▇▇▇▇▇▇▇ New York Tax-Free Income Fund (the “Other Acquired Fund”) pursuant to which the Acquiring Fund: (1) would acquire substantially all of the assets and assume substantially all Code, (ii) this Agreement constitutes a plan of reorganization within the liabilities meaning of the Other Acquired FundU.S. Treasury Regulations Section 1.368-2(g), and (2iii) common shareholders the parties to this Agreement will each be a party to such reorganization within the meaning of Section 368(b) of the Other Acquired Fund will become common shareholders of the Acquiring Fund. The effective date of the Other Reorganization is expected to be in proximity to the Closing Date, however, the Other Reorganization may not occur simultaneously with the Reorganization, and the Other Reorganization may occur at any such time as the Acquiring Fund and the Other Acquired Fund may agree. The consummation of the Reorganization is not conditioned upon the consummation of the Other Reorganization. The Acquiring Fund and the Acquired Fund each understands, acknowledges and agrees that the Other Reorganization may not occur and the status of the Other Reorganization will not have a bearing on the consummation of the ReorganizationCode.

The Reorganization. (a) Subject to receiving the requisite approval approvals of the shareholders Target Fund Shareholders and the Acquiring Fund Shareholders, the Target Fund’s issuance of 591 preferred shares of beneficial interest of Series W-7 Variable Rate Demand Preferred Shares, par value $0.001 per share and liquidation preference $100,000 per share (“Target Fund VRDP Shares”) and the Acquired Fundredemption by the Target Fund of all outstanding Target Fund VMTP Shares with the proceeds from such issuance (the “VMTP Refinancing”), and to the other terms and conditions contained herein, and in accordance with the Acquired applicable law, the Target Fund agrees to sell, convey, transfer, transfer and deliver to the Acquiring Fund, Fund and the Acquiring Fund agrees to acquire from the Acquired Target Fund, on the Closing Date, all of the Acquired Target Fund Investments (including interest accrued as of the Valuation Time on debt instruments) ), and to assume substantially all of the liabilities of the Acquired Target Fund, in exchange for that number of Merger Acquiring Fund Shares provided for in Section 4. Pursuant to 4 of this Agreement, as soon as practicable after the Closing Date, the Acquired Fund will distribute all Merger Shares received by it to its shareholders in exchange for their Acquired Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records The existence of the Acquiring Fund in shall continue unaffected and unimpaired by the amounts due Reorganization and it shall be governed by the shareholders laws of the Acquired Fund based on their respective holdings in the Acquired Fund as of the Valuation TimeMaryland. (b) If it is determined the investment adviser determines that the portfolios of the Acquired Target Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investmentsinvestments or that the disposition of certain assets is necessary to ensure that the resulting portfolio will meet the Acquiring Fund’s investment objective, policies and restrictions, as set forth in the Joint Proxy Statement/Prospectus, a copy of which has been delivered (including by electronic format) to the Target Fund, the Acquired Target Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, (i) , nothing herein will require the Acquired Target Fund to dispose of any portfolio securities, or other investments, portion of its assets if, in the reasonable judgment of the Acquired Fund Trust Target Fund’s Board of Trustees or the Acquired Fund’s investment advisoradviser, such disposition would adversely affect create more than an insignificant risk that the tax-free nature Reorganization would not be treated as a “reorganization” described in Section 368(a) of the Reorganization for federal income tax purposes Code or would otherwise not be in the best interests of the Acquired Fund, and (ii) nothing will permit the Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund Trust Board of Trustees or the Acquiring Fund’s investment advisor, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquiring Target Fund. (c) Prior to the Closing Date, the Acquired Target Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders entitled to such dividends (i) all of its net investment company taxable income to and including the Closing Date, if any (computed without regard to any deduction for dividends paid), and (ii) all of its net capital gain realized gain, if any, recognized to and including the Closing Date and (iii) the excess of its interest income excludable from gross income under Section 103(a) of the Code, if any, over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for the period to and including the Closing Date. The Acquiring Fund may pay amounts in respect of such distributions (“UNII Distributions”) on behalf of the Target Fund to the Target Fund Shareholders entitled to receive such UNII Distributions after the Closing Date as an agent out of cash or other short-term liquid assets maturing prior to the payment date of the UNII Distributions acquired from the Target Fund in the Reorganization, if anysegregated for this purpose and maintained in an amount at least equal to the remaining payment obligations in respect of the UNII Distributions. (d) The Acquired Pursuant to this Agreement, as soon as practicable, and in no event more than 48 hours, exclusive of Sundays and holidays, after the Closing Date, the Target Fund will pay or cause distribute all Acquiring Fund Shares received by it to its shareholders in exchange for their Target Fund Common Shares and Target Fund VRDP Shares. Such distributions shall be paid to accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund any interest in the Acquired names of and in the amounts due to the Target Fund receives Shareholders based on or after their respective holdings in the Closing Date with respect to any Target Fund as of the Acquired Fund Investments transferred to the Acquiring Fund hereunderValuation Time. (e) The Valuation Time shall be 4:00 p.m., Eastern time, at the close of business of the New York Stock Exchange on the business day immediately preceding the Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing by the Funds (the “Valuation Time”). (f) The Target Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Fund receives on or after the Closing Date with respect to any of the Target Fund Investments transferred to the Acquiring Fund hereunder. (g) Recourse for liabilities assumed from the Acquired Target Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Acquired Target Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(k2(i) of this Agreement. (gh) The Acquired Target Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and its organization dissolving under Massachusetts law and, where it is required to do so, the DSTA and will withdraw its authority to do business in any state. (h) The Acquiring Fund will file with the Secretary of the Commonwealth of Massachusetts any necessary amendment to the Acquiring Fund Trust Declaration and Acquiring Fund Trust By-laws to consummate the Reorganizationstate where it is registered. (i) The Acquiring Fund and For U.S. federal income tax purposes, the Acquired Fund each understands and acknowledges parties to this Agreement intend that (i) the Acquiring Fund has or intends to enter into Reorganization qualify as a similar Agreement and Plan reorganization within the meaning of Reorganization (each an “Other Reorganization”Section 368(a) with ▇▇▇▇ ▇▇▇▇▇▇▇ New York Tax-Free Income Fund (the “Other Acquired Fund”) pursuant to which the Acquiring Fund: (1) would acquire substantially all of the assets and assume substantially all Code, (ii) this Agreement constitutes a plan of reorganization within the liabilities meaning of the Other Acquired FundU.S. Treasury Regulations Section 1.368-2(g), and (2iii) common shareholders the parties to this Agreement will each be a party to such reorganization within the meaning of Section 368(b) of the Other Acquired Fund will become common shareholders of the Acquiring Fund. The effective date of the Other Reorganization is expected to be in proximity to the Closing Date, however, the Other Reorganization may not occur simultaneously with the Reorganization, and the Other Reorganization may occur at any such time as the Acquiring Fund and the Other Acquired Fund may agree. The consummation of the Reorganization is not conditioned upon the consummation of the Other Reorganization. The Acquiring Fund and the Acquired Fund each understands, acknowledges and agrees that the Other Reorganization may not occur and the status of the Other Reorganization will not have a bearing on the consummation of the ReorganizationCode.

The Reorganization. (a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund agrees to sell, convey, transfer, transfer and deliver to the Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of the Acquired Fund Investments (including interest accrued as of the Valuation Time on debt instruments) and to assume substantially all of the liabilities of the Acquired Fund, in exchange for that number of Merger Shares provided for in Section 4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Company will redeem its Acquired Fund will distribute Shares in exchange for all Merger Shares received by it and will distribute such Merger Shares to its shareholders in exchange for their Acquired Fund Sharesshareholders. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the amounts due the shareholders of the Acquired Fund based on their respective holdings in the Acquired Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Acquired Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, (i) nothing herein will require the Acquired Fund to dispose of any portfolio securities, or other investments, if, in the reasonable judgment of the Acquired Fund Trust Board of Trustees or the Acquired Fund’s investment advisor, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund, and (ii) nothing will permit the Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund Trust Board of Trustees or the Acquiring Fund’s investment advisor, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Acquired Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders all of its net investment company taxable income to and including the Closing Date, if any (computed without regard to any deduction for dividends paid), and all of its net capital gain realized to and including the Closing Date, if any. (d) The Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest the Acquired Fund receives on or after the Closing Date with respect to any of the Acquired Fund Investments transferred to the Acquiring Fund hereunder. (ed) The Valuation Time shall be 4:00 p.m., Eastern timeTime, on the Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (fe) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(k2(e) of this Agreement. (gf) The Acquired Fund will cease operations and be terminated following the Closing Date by terminating its registration under the 1940 Act and its organization under Massachusetts law and, where it is required to do so, will withdraw its authority to do business in any stateDate. (h) The Acquiring Fund will file with the Secretary of the Commonwealth of Massachusetts any necessary amendment to the Acquiring Fund Trust Declaration and Acquiring Fund Trust By-laws to consummate the Reorganization. (i) The Acquiring Fund and the Acquired Fund each understands and acknowledges that the Acquiring Fund has or intends to enter into a similar Agreement and Plan of Reorganization (each an “Other Reorganization”) with ▇▇▇▇ ▇▇▇▇▇▇▇ New York Tax-Free Income Fund (the “Other Acquired Fund”) pursuant to which the Acquiring Fund: (1) would acquire substantially all of the assets and assume substantially all of the liabilities of the Other Acquired Fund, and (2) common shareholders of the Other Acquired Fund will become common shareholders of the Acquiring Fund. The effective date of the Other Reorganization is expected to be in proximity to the Closing Date, however, the Other Reorganization may not occur simultaneously with the Reorganization, and the Other Reorganization may occur at any such time as the Acquiring Fund and the Other Acquired Fund may agree. The consummation of the Reorganization is not conditioned upon the consummation of the Other Reorganization. The Acquiring Fund and the Acquired Fund each understands, acknowledges and agrees that the Other Reorganization may not occur and the status of the Other Reorganization will not have a bearing on the consummation of the Reorganization.

The Reorganization. (a) Subject to receiving the requisite approval approvals of the shareholders of the Acquired Fund, and to the other terms and conditions contained herein, the Acquired Fund agrees to sell, convey, transfer, transfer and deliver to the Acquiring Fund, Fund and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, all of the Acquired Fund Investments (including interest accrued as of the Valuation Time on debt instruments) and to assume ), including the assumption of substantially all of the liabilities of the Acquired Fund, in exchange for that number of Merger Acquiring Fund Common Shares and Acquiring Fund APS provided for in Section 44 of this Agreement. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Acquired Fund will distribute all Merger Acquiring Fund Common Shares and Acquiring Fund APS received by it to its shareholders constructively in exchange for their Acquired Fund Common Shares and Acquired Fund APS Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the amounts due the shareholders of the Acquired Fund based on their respective holdings in the Acquired Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Acquired Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, , (ia) nothing herein will require the Acquired Fund to dispose of any portfolio securities, securities or other investments, if, in the reasonable judgment of the Acquired Fund Trust Board of Fund’s Trustees or the Acquired Fund’s investment advisoradviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund, and and (iib) nothing will permit the Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund Trust Board of Fund’s Trustees or the Acquiring Fund’s investment advisoradviser, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Acquired Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its their respective shareholders all of its their respective net investment company taxable income to and including the Closing Date, if any (computed without regard to any deduction for dividends paid), and all of its net capital gain gain, if any, realized to and including the Closing Date, if any. (d) The Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest the Acquired Fund receives on or after the Closing Date with respect to any of the Acquired Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be the close of regular trading on the New York Stock Exchanges, normally 4:00 p.m., Eastern time, on the business day prior to the Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (f) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(k2(j) of this Agreement. (g) The Acquired Fund will be terminated following the Closing Date by terminating its registration under the 1940 Act and its organization under Massachusetts law and, where it is required to do so, and will withdraw its authority to do business in any statestate where it is required to do so. (h) The Acquiring Fund will file with the Secretary of the State of The Commonwealth of Massachusetts Massachusetts, as required, any necessary amendment to its Declaration of Trust and By-Laws establishing the powers, rights and preferences of the Acquiring Fund Trust Declaration and Acquiring Fund Trust By-laws to consummate the Reorganization. (i) The Acquiring Fund and the Acquired Fund each understands and acknowledges that the Acquiring Fund has or intends to enter into a similar Agreement and Plan of Reorganization (each an “Other Reorganization”) with ▇▇▇▇ ▇▇▇▇▇▇▇ New York Tax-Free Income Fund (the “Other Acquired Fund”) pursuant to which the Acquiring Fund: (1) would acquire substantially all of the assets and assume substantially all of the liabilities of the Other Acquired Fund, and (2) common shareholders of the Other Acquired Fund will become common shareholders of the Acquiring Fund. The effective date of the Other Reorganization is expected to be in proximity APS prior to the Closing Date, however, the Other Reorganization may not occur simultaneously with the Reorganization, and the Other Reorganization may occur at any such time as the Acquiring Fund and the Other Acquired Fund may agree. The consummation of the Reorganization is not conditioned upon the consummation of the Other Reorganization. The Acquiring Fund and the Acquired Fund each understands, acknowledges and agrees that the Other Reorganization may not occur and the status of the Other Reorganization will not have a bearing on the consummation closing of the Reorganization.

The Reorganization. In accordance with the Amended and Restated Declaration of Trust and Amended and Restated By-laws, as they may be amended from time to time, of NIT (a) Subject the "NIT Governing Documents"), at the Effective Time (as defined below), upon the terms and subject to the requisite approval conditions of this Agreement, and on the basis of the shareholders of the Acquired Fund, representations and to the other terms and conditions warranties contained herein, the Acquired Fund agrees shall assign, deliver and otherwise transfer all Fund Assets, subject to sellall of the liabilities of the Acquired Fund as set forth on the statement of assets and liabilities to be provided pursuant to paragraph 5.6 (the "Liabilities"), convey, transfer, and deliver to the Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, shall assume all of the Acquired Fund Investments (including interest accrued as of the Valuation Time on debt instruments) and to assume substantially all of the liabilities Liabilities of the Acquired Fund, in exchange for that number of Merger Shares provided for in Section 4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Acquired Fund will distribute all Merger Shares received by it to its shareholders in exchange for their Acquired Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records In consideration of the Acquiring Fund in the amounts due the shareholders of the Acquired Fund based on their respective holdings in the Acquired Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Acquired Fund and foregoing, the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon at the Acquiring Fund with respect Effective Time shall deliver to such investments, the Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, (i) nothing herein will require the Acquired Fund to dispose of any portfolio securities, or other investments, if, in the reasonable judgment of the Acquired Fund Trust Board of Trustees or the Acquired Fund’s investment advisor, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund, and full and fractional (ii) nothing will permit the Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund Trust Board of Trustees or the Acquiring Fund’s investment advisor, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior to the Closing Date, the Acquired Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders all of its net investment company taxable income to and including the Closing Date, if any (computed without regard to any deduction for dividends paid), and all of its net capital gain realized to and including the Closing Date, if any. (dthird decimal place) The Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest the Acquired Fund receives on or after the Closing Date with respect to any of the Acquired Fund Investments transferred to the Acquiring Fund hereunder. (e) The Valuation Time shall be 4:00 p.m., Eastern time, on the Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (f) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(k) of this Agreement. (g) The Acquired Fund will be terminated following the Closing Date by terminating its registration under the 1940 Act and its organization under Massachusetts law and, where it is required to do so, will withdraw its authority to do business in any state. (h) The Acquiring Fund will file with the Secretary of the Commonwealth of Massachusetts any necessary amendment to the Acquiring Fund Trust Declaration and Acquiring Fund Trust By-laws to consummate the Reorganization. (i) The Acquiring Fund and the Acquired Fund each understands and acknowledges that the Acquiring Fund has or intends to enter into a similar Agreement and Plan of Reorganization (each an “Other Reorganization”) with ▇▇▇▇ ▇▇▇▇▇▇▇ New York Tax-Free Income Fund (the “Other Acquired Fund”) pursuant to which the Acquiring Fund: (1) would acquire substantially all of the assets and assume substantially all of the liabilities of the Other Acquired Fund, and (2) common shareholders of the Other Acquired Fund will become common shareholders shares of the Acquiring Fund. The effective date aggregate number of shares of the Other Reorganization is expected to Acquiring Fund shall be determined as set forth in proximity paragraph 2.3 by dividing (a) the value of the Fund Assets attributable to the Closing DateAcquired Fund, howevernet of the Acquired Fund's Liabilities (computed as of the Valuation Time (as defined below) in the manner set forth in paragraph 2.1), by (b) the Other Reorganization may not occur simultaneously with net asset value of one share of the Reorganizationcorresponding class of the Acquiring Fund shares (computed as of the Valuation Time in the manner set forth in paragraph 2.2). Holders of Investor Class shares of the Acquired Fund will receive Class A shares of the Acquiring Fund and holders of Institutional Class shares of the Acquired Fund will receive Class Y shares of the Acquiring Fund. At and after the Effective Time, all of the Fund Assets of the Acquired Fund shall become and be included in the Other Reorganization may occur at any such time as Fund Assets of the Acquiring Fund and the Other Liabilities of the Acquired Fund shall become and be the Liabilities of and shall attach to the Acquiring Fund. At and after the Effective Time, the Liabilities of the Acquired Fund may agree. The consummation of be enforced only against the Reorganization is not conditioned upon the consummation of the Other Reorganization. The Acquiring Fund and to the same extent as if such Liabilities had been incurred by the Acquiring Fund subject to any defense and/or set off that the Acquired Fund each understands, acknowledges was entitled to assert immediately prior to the Effective Time and agrees further subject to any defense and/or setoff that TFGT or the Other Reorganization Acquiring Fund may not occur and the status of the Other Reorganization will not have a bearing on the consummation of the Reorganizationfrom time to time be entitled to assert.

The Reorganization. (a) Subject to receiving the requisite approval approvals of the shareholders of Target Fund Shareholders and the Acquired FundAcquiring Fund Shareholders, and to the other terms and conditions contained herein, and in accordance with the Acquired applicable law, the Target Fund agrees to sell, convey, transfer, transfer and deliver to the Acquiring Fund, Fund and the Acquiring Fund agrees to acquire from the Acquired Target Fund, on the Closing Date, all of the Acquired Target Fund Investments (including interest accrued as of the Valuation Time on debt instruments) ), and to assume substantially all of the liabilities of the Acquired Target Fund, in exchange for that number of Merger Acquiring Fund Shares provided for in Section 4. Pursuant to 4 of this Agreement, as soon as practicable after the Closing Date, the Acquired Fund will distribute all Merger Shares received by it to its shareholders in exchange for their Acquired Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records The existence of the Acquiring Fund in shall continue unaffected and unimpaired by the amounts due Reorganization and it shall be governed by the shareholders laws of the Acquired Fund based on their respective holdings in the Acquired Fund as of the Valuation TimeMaryland. (b) If it is determined the investment adviser determines that the portfolios of the Acquired Target Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investmentsinvestments or that the disposition of certain assets is necessary to ensure that the resulting portfolio will meet the Acquiring Fund’s investment objective, policies and restrictions, as set forth in the Joint Proxy Statement/Prospectus, a copy of which has been delivered (including by electronic format) to the Target Fund, the Acquired Target Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, (i) , nothing herein will require the Acquired Target Fund to dispose of any portfolio securities, or other investments, portion of its assets if, in the reasonable judgment of the Acquired Fund Trust Target Fund’s Board of Trustees or the Acquired Fund’s investment advisoradviser, such disposition would adversely affect create more than an insignificant risk that the tax-free nature Reorganization would not be treated as a “reorganization” described in Section 368(a) of the Reorganization for federal income tax purposes Code or would otherwise not be in the best interests of the Acquired Fund, and (ii) nothing will permit the Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund Trust Board of Trustees or the Acquiring Fund’s investment advisor, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquiring Target Fund. (c) Prior to the Closing Date, the Acquired Target Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders entitled to such dividends (i) all of its net investment company taxable income to and including the Closing Date, if any (computed without regard to any deduction for dividends paid), and (ii) all of its net capital gain realized gain, if any, recognized to and including the Closing Date and (iii) the excess of its interest income excludable from gross income under Section 103(a) of the Code, if any, over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for the period to and including the Closing Date. The Acquiring Fund may pay amounts in respect of such distributions (“UNII Distributions”) on behalf of the Target Fund to the Target Fund Shareholders entitled to receive such UNII Distributions after the Closing Date as an agent out of cash or other short-term liquid assets maturing prior to the payment date of the UNII Distributions acquired from the Target Fund in the Reorganization, if anysegregated for this purpose and maintained in an amount at least equal to the remaining payment obligations in respect of the UNII Distributions. (d) The Acquired Pursuant to this Agreement, as soon as practicable, and in no event more than 48 hours, exclusive of Sundays and holidays, after the Closing Date, the Target Fund will pay or cause distribute all Acquiring Fund Shares received by it to its shareholders in exchange for their Target Fund Common Shares and Target Fund VRDP Shares. Such distributions shall be paid to accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund any interest in the Acquired names of and in the amounts due to the Target Fund receives Shareholders based on or after their respective holdings in the Closing Date with respect to any Target Fund as of the Acquired Fund Investments transferred to the Acquiring Fund hereunderValuation Time. (e) The Valuation Time shall be 4:00 p.m., Eastern time, at the close of business of the New York Stock Exchange on the business day immediately preceding the Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing by the Funds (the “Valuation Time”). (f) The Target Fund will pay or cause to be paid to the Acquiring Fund any interest the Target Fund receives on or after the Closing Date with respect to any of the Target Fund Investments transferred to the Acquiring Fund hereunder. (g) Recourse for liabilities assumed from the Acquired Target Fund by the Acquiring Fund in the Reorganization will be limited to the net assets acquired by the Acquiring Fund. The known liabilities of the Acquired Target Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(k2(i) of this Agreement. (gh) The Acquired Target Fund will be terminated as soon as practicable following the Closing Date by terminating its registration under the 1940 Act and its organization dissolving under Massachusetts law and, where it is required to do so, the DSTA and will withdraw its authority to do business in any state. (h) The Acquiring Fund will file with the Secretary of the Commonwealth of Massachusetts any necessary amendment to the Acquiring Fund Trust Declaration and Acquiring Fund Trust By-laws to consummate the Reorganizationstate where it is registered. (i) The Acquiring Fund and For U.S. federal income tax purposes, the Acquired Fund each understands and acknowledges parties to this Agreement intend that (i) the Acquiring Fund has or intends to enter into Reorganization qualify as a similar Agreement and Plan reorganization within the meaning of Reorganization (each an “Other Reorganization”Section 368(a) with ▇▇▇▇ ▇▇▇▇▇▇▇ New York Tax-Free Income Fund (the “Other Acquired Fund”) pursuant to which the Acquiring Fund: (1) would acquire substantially all of the assets and assume substantially all Code, (ii) this Agreement constitutes a plan of reorganization within the liabilities meaning of the Other Acquired FundU.S. Treasury Regulations Section 1.368-2(g), and (2iii) common shareholders the parties to this Agreement will each be a party to such reorganization within the meaning of Section 368(b) of the Other Acquired Fund will become common shareholders of the Acquiring Fund. The effective date of the Other Reorganization is expected to be in proximity to the Closing Date, however, the Other Reorganization may not occur simultaneously with the Reorganization, and the Other Reorganization may occur at any such time as the Acquiring Fund and the Other Acquired Fund may agree. The consummation of the Reorganization is not conditioned upon the consummation of the Other Reorganization. The Acquiring Fund and the Acquired Fund each understands, acknowledges and agrees that the Other Reorganization may not occur and the status of the Other Reorganization will not have a bearing on the consummation of the ReorganizationCode.

The Reorganization. In accordance with the Amended and Restated Agreement and Declaration of Trust and the Amended and Restated By-laws, as they may be amended from time to time, of Old Mutual Trust (a) Subject the “Old Mutual Governing Documents”), at the Effective Time, upon the terms and subject to the requisite approval conditions of this Agreement, and on the basis of the shareholders of the Acquired Fund, representations and to the other terms and conditions warranties contained herein, the Acquired Target Fund agrees shall assign, deliver and otherwise transfer all Fund Assets, subject to sellall of the liabilities of the Target Fund (the “Liabilities”), convey, transfer, and deliver to the Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on the Closing Date, shall assume all of the Acquired Fund Investments (including interest accrued as Liabilities of the Valuation Time on debt instruments) and to assume substantially all Target Fund. In consideration of the liabilities of the Acquired Fundforegoing, in exchange for that number of Merger Shares provided for in Section 4. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Acquired Fund will distribute all Merger Shares received by it to its shareholders in exchange for their Acquired Fund Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the amounts due the shareholders of the Acquired Fund based on their respective holdings in the Acquired Fund as of the Valuation Time. (b) If it is determined that the portfolios of the Acquired Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon at the Acquiring Fund with respect to such investments, the Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, (i) nothing herein will require the Acquired Fund to dispose of any portfolio securities, or other investments, if, in the reasonable judgment of the Acquired Fund Trust Board of Trustees or the Acquired Fund’s investment advisor, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquired Fund, and (ii) nothing will permit the Acquired Fund to dispose of any portfolio securities or other investments if, in the reasonable judgment of the Acquiring Fund Trust Board of Trustees or the Acquiring Fund’s investment advisor, such disposition would adversely affect the tax-free nature of the Reorganization for federal income tax purposes or would otherwise not be in the best interests of the Acquiring Fund. (c) Prior Effective Time shall deliver to the Closing Date, the Acquired Target Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders all of its net investment company taxable income to full and including the Closing Date, if any fractional (computed without regard to any deduction for dividends paid), and all of its net capital gain realized to and including the Closing Date, if any. (d) The Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest the Acquired Fund receives on or after the Closing Date with respect to any of the Acquired Fund Investments transferred to the Acquiring Fund hereunder. (ethird decimal place) The Valuation Time shall be 4:00 p.m., Eastern time, on the Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing (the “Valuation Time”). (f) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities of the Acquired Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant to Section 2(k) of this Agreement. (g) The Acquired Fund will be terminated following the Closing Date by terminating its registration under the 1940 Act and its organization under Massachusetts law and, where it is required to do so, will withdraw its authority to do business in any state. (h) The Acquiring Fund will file with the Secretary of the Commonwealth of Massachusetts any necessary amendment to the Acquiring Fund Trust Declaration and Acquiring Fund Trust By-laws to consummate the Reorganization. (i) The Acquiring Fund and the Acquired Fund each understands and acknowledges that the Acquiring Fund has or intends to enter into a similar Agreement and Plan of Reorganization (each an “Other Reorganization”) with ▇▇▇▇ ▇▇▇▇▇▇▇ New York Tax-Free Income Fund (the “Other Acquired Fund”) pursuant to which the Acquiring Fund: (1) would acquire substantially all of the assets and assume substantially all of the liabilities of the Other Acquired Fund, and (2) common shareholders of the Other Acquired Fund will become common shareholders shares of the Acquiring Fund. The effective date aggregate number of shares of each class of the Other Reorganization is expected to Acquiring Fund shall be in proximity determined by dividing (a) the value of the Fund Assets attributable to the Closing Dateclass of the Target Fund, howevernet of the Target Fund’s Liabilities attributable to such class (computed as of the Valuation Time in the manner set forth in paragraph 2.1), by (b) the Other Reorganization may not occur simultaneously with net asset value of one share of the Reorganizationcorresponding class of the Acquiring Fund shares (computed as of the Valuation Time in the manner set forth in paragraph 2.2). Holders of each class of shares of the Target Fund will receive shares of the Corresponding Class of the Acquiring Fund. At and after the Effective Time, all of the Fund Assets of the Target Fund shall become and be included in the Other Reorganization may occur at any such time as Fund Assets of the Acquiring Fund and the Other Acquired Liabilities of the Target Fund shall become and be the liabilities of and shall attach to the Acquiring Fund. At and after the Effective Time, the Liabilities of the Target Fund may agree. The consummation of be enforced only against the Reorganization is not conditioned upon the consummation of the Other Reorganization. The Acquiring Fund and to the Acquired same extent as if such liabilities had been incurred by the Acquiring Fund each understands, acknowledges and agrees subject to any defense and/or set off that the Other Reorganization Target Fund was entitled to assert immediately prior to the Effective Time and further subject to any defense and/or setoff that FundVantage or the Acquiring Fund may not occur and the status of the Other Reorganization will not have a bearing on the consummation of the Reorganizationfrom time to time be entitled to assert.