Common use of Closing and Effective Time Clause in Contracts

Closing and Effective Time. 3.1. Unless the Investment Companies agree otherwise (or, in the case of an EQAT Reorganization, EQAT determines otherwise), all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to occur simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on November 4, 2022, in the case of the Reorganization in which EQ/AXA Investment Managers Moderate Allocation Portfolio is the Target, or on November 11, 2022, in the case of the Reorganizations in which 1290 VT Low Volatility Global Equity Portfolio, EQ/Franklin Strategic Income Portfolio, and EQ/Invesco International Growth Portfolio are the Targets, or a later date as to which they agree (or EQAT determines) (“Effective Time”). If, at or immediately before the Valuation Time, (a) the NYSE or another primary trading market for portfolio securities of either Portfolio (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on an Exchange or elsewhere is disrupted, so that, in either Board’s (or, in the case of an EQAT Reorganization, EQAT’s Board’s) judgment, accurate appraisal of the value of either Portfolio’s net assets and/or the NAV per share of either class of Acquiring Portfolio Shares is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time) shall be postponed until the first business day on which that Exchange is open for regular trading after the day when that trading has been fully resumed and that reporting has been restored. The Closing shall be held at the Investment Companies’ offices or at another place as to which they agree. 3.2. EQAT shall direct the custodian of the Portfolios’ assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets it holds will be transferred to Acquiring Portfolio at the Effective Time and (b) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. EQAT shall direct its transfer agent to deliver to the Acquiring Investment Company at or immediately after the Closing a Certificate stating that its records contain (a) the name, address, and taxpayer identification number of each Shareholder, (b) the number of full and fractional shares in each outstanding class of Target Shares each Shareholder owns, and (c) the dividend reinvestment elections, if any, applicable to each Shareholder, all at the Effective Time. 3.4. Each Acquiring Investment Company shall direct its transfer agent to deliver to EQAT, (a) at the Closing, a confirmation, or other evidence satisfactory to EQAT, that the Acquiring Portfolio Shares to be issued to Target pursuant to paragraph 1.1(a) have been credited to Target’s account on Acquiring Portfolio’s shareholder records and (b) at or as soon as reasonably practicable after the Closing, a Certificate as to the opening of accounts on those records in the names of the Shareholders (except Shareholders in whose names accounts thereon already exist). 3.5. Each Investment Company in the VIP Reorganization shall deliver to the other at the Closing (a) a Certificate in form and substance satisfactory to the recipient and dated the Effective Time, to the effect that the representations and warranties it made herein are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby and (b) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requests.

Closing and Effective Time. 3.1. Unless the Investment Companies agree otherwise (or, or in the case of an EQAT Reorganization, Reorganization EQAT determines otherwise or in the case of a VIP Reorganization VIP determines otherwise), all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to occur simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on November 4June 6, 2022, in the case of the Reorganization in which EQ/AXA Investment Managers Moderate Allocation Portfolio is the Target, or on November 11, 2022, in the case of the Reorganizations in which 1290 VT Low Volatility Global Equity Portfolio, EQ/Franklin Strategic Income Portfolio, and EQ/Invesco International Growth Portfolio are the Targets2020, or a later date as to which they agree (or EQAT determines) (“Effective Time”). If, at or immediately before the Valuation Time, (a) the NYSE or another primary trading market for portfolio securities of either Portfolio (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on an Exchange or elsewhere is disrupted, so that, in either Board’s (or, in the case of an EQAT Reorganization, EQAT’s Board’s; or, in the case of a VIP Reorganization, VIP’s Board’s) judgment, accurate appraisal of the value of either Portfolio’s net assets and/or the NAV per share of either class of Acquiring Portfolio Shares is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time) shall be postponed until the first business day on which that Exchange is open for regular trading after the day when that trading has been fully resumed and that reporting has been restored. The Closing shall be held at the Investment Companies’ offices or at another place as to which they agree. 3.2. EQAT The Investment Companies shall direct the custodian of the Portfolios’ assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets it holds will be transferred to Acquiring Portfolio at the Effective Time and (b) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. EQAT The Target Investment Company shall direct its transfer agent to deliver to the Acquiring Portfolio Investment Company at or immediately after the Closing a Certificate stating that its records contain (a) the name, address, and taxpayer identification number of each Shareholder, (b) the number of full and fractional shares in each outstanding class of Target Shares each Shareholder owns, and (c) the dividend reinvestment elections, if any, applicable to each Shareholder, all at the Effective Time. 3.4. Each Acquiring Portfolio Investment Company shall direct its transfer agent to deliver to EQATthe Target Investment Company, (a) at the Closing, a confirmation, or other evidence satisfactory to EQATthe Target Investment Company, that the Acquiring Portfolio Shares to be issued to Target pursuant to paragraph 1.1(a) have been credited to Target’s account on Acquiring Portfolio’s shareholder records and (b) at or as soon as reasonably practicable after the Closing, a Certificate as to the opening of accounts on those records in the names of the Shareholders (except Shareholders in whose names accounts thereon already exist). 3.5. Each Investment Company in the a VIP Reorganization shall deliver to the other at the Closing (a) a Certificate in form and substance satisfactory to the recipient and dated the Effective Time, to the effect that the representations and warranties it made herein are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby and (b) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requests.

Closing and Effective Time. 3.1. Unless the Investment Companies Funds agree otherwise otherwise, (or, in a) the case of an EQAT Reorganization, EQAT determines otherwise), all together with related acts necessary to consummate the Reorganization it (“Closing”), shall occur at the offices of Adviser, on the later of (i) the date the Articles Supplementary are accepted for record by the Department or (ii) a later date specified in the Articles Supplementary not more than 30 days after they are so accepted (which later date must be a day on which the NYSE is open for regular trading (“Business Day”)), and (b) all acts taking place at the Closing shall be deemed to occur take place simultaneously as of immediately after the close of business (4:00 at 5:00 p.m., Eastern Time) , on November 4, 2022, in the case of the Reorganization in which EQ/AXA Investment Managers Moderate Allocation Portfolio is the Target, or on November 11, 2022, in the case of the Reorganizations in which 1290 VT Low Volatility Global Equity Portfolio, EQ/Franklin Strategic Income Portfolio, and EQ/Invesco International Growth Portfolio are the Targets, or a later that date as to which they agree (or EQAT determines) (“Effective Time”). If, at or immediately before the Valuation Time, (ai) the NYSE or another primary trading market for portfolio securities of either Portfolio Fund (each, an “Exchange”) is closed to trading or trading thereon is restricted or (bii) trading or the reporting of trading on an Exchange or elsewhere is disrupted, so that, in either Board’s (or, in the case of an EQAT Reorganization, EQAT’s Board’s) judgment, that accurate appraisal of the value of either PortfolioAcquired Fund’s net assets value and/or the NAV per of a share of either class of Acquiring Portfolio Shares Fund Common Stock is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time) shall be postponed until the first business day on which that Exchange is open for regular trading Business Day after the day when that such trading has been fully resumed and that such reporting has been restored. The Closing restored and the Effective Time shall be held at postponed until the Investment Companies’ offices or at another place as to which they agreefollowing Business Day. 3.2. EQAT Acquired Fund shall direct the its custodian of the Portfolios’ assets to deliver at the Closing a certificate of an authorized officer (“Certificate”a) verifying that the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Acquired Fund to Acquiring Fund, as reflected on Acquiring Fund’s books immediately after the Closing, does or will conform to such information on Acquired Fund’s books immediately before the Closing and (b) stating that (ai) the Assets it holds will be transferred to Acquiring Portfolio Fund at the Effective Time and (bii) all necessary taxes in connection conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. EQAT Acquired Fund shall deliver, or shall have its transfer agent deliver, to Acquiring Fund at the Closing a list of the Stockholders’ names and addresses, and the number of full and, in the case of the Plan Agent, fractional outstanding shares of Acquired Fund Stock each Stockholder owns, at the Effective Time, certified by Acquired Fund’s Secretary or Assistant Secretary or by its transfer agent, as applicable. Acquiring Fund shall direct its transfer agent to deliver to the Acquiring Investment Company at or immediately after the Closing a Certificate stating that its records contain (a) certificate as to the name, address, opening of accounts in the Stockholders’ names on Acquiring Fund’s stockholder records. Acquiring Fund shall issue and taxpayer identification number of each Shareholder, (b) the number of full and fractional shares in each outstanding class of Target Shares each Shareholder owns, and (c) the dividend reinvestment elections, if any, applicable to each Shareholder, all at the Effective Time. 3.4. Each Acquiring Investment Company shall direct its transfer agent to deliver to EQAT, (a) at the Closing, Acquired Fund a confirmation, or other evidence satisfactory to EQATAcquired Fund, that the Acquiring Portfolio Shares Fund Stock to be issued credited to Target pursuant to paragraph 1.1(a) have Acquired Fund at the Effective Time has been credited to TargetAcquired Fund’s account on Acquiring Portfolio’s shareholder records and (b) at or as soon as reasonably practicable after such records. At the Closing, a Certificate as each Fund shall deliver to the opening other bills of accounts on those records in sale, checks, assignments, stock certificates, receipts, or other documents the names of the Shareholders (except Shareholders in whose names accounts thereon already exist)other Fund or its counsel reasonably requests. 3.53.4. Each Investment Company in the VIP Reorganization Fund shall deliver to the other at the Closing (a) a Certificate certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated the Effective Time, to the effect that the representations and warranties it made herein in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby and (b) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requestshereby.

Closing and Effective Time. 3.1. 3.1 Unless the Investment Companies agree otherwise (or, in the case of an EQAT Reorganization, EQAT determines otherwise), all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to occur simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on November 4June [18], 2022, in the case of the Reorganization in which EQ/AXA Investment Managers Moderate Allocation Portfolio is the Target, or on November 11, 2022, in the case of the Reorganizations in which 1290 VT Low Volatility Global Equity Portfolio, EQ/Franklin Strategic Income Portfolio, and EQ/Invesco International Growth Portfolio are the Targets2021, or a later date as to which they agree (or EQAT determines) (“Effective Time”). If, at or immediately before the Valuation Time, (a) the NYSE or another primary trading market for portfolio securities of either Portfolio (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on an Exchange or elsewhere is disrupted, disrupted so that, in either the Board’s (or, in the case of an EQAT Reorganization, EQAT’s Board’s) judgment, accurate appraisal of the value of either Portfolio’s net assets and/or the NAV per share of either class of Acquiring Portfolio Shares is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time) shall be postponed until the first business day on which that Exchange is open for regular trading after the day when that trading has been fully resumed and that reporting has been restored. The Closing shall be held at the Investment Companies’ offices or at another place as to which they the Investment Companies shall agree. 3.2. 3.2 EQAT shall direct the custodian of the Portfolios’ assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets it holds will be transferred to Acquiring Portfolio at the Effective Time and (b) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. 3.3 EQAT shall direct its transfer agent to deliver to the Acquiring Investment Company it at or immediately after the Closing a Certificate stating that its records contain (a) the name, address, and taxpayer identification number of each Shareholder, (b) the number of full and fractional shares in each outstanding class of Target Shares each Shareholder owns, and (c) the dividend reinvestment elections, if any, applicable to each Shareholder, all at the Effective Time. 3.4. Each Acquiring Investment Company shall direct its transfer agent to deliver to EQAT, (a) at the Closing, a confirmation, or other evidence satisfactory to EQAT, that the Acquiring Portfolio Shares to be issued to Target pursuant to paragraph 1.1(a) have been credited to Target’s account on Acquiring Portfolio’s shareholder records and (b) at or as soon as reasonably practicable after the Closing, a Certificate as to the opening of accounts on those records in the names of the Shareholders (except Shareholders in whose names accounts thereon already exist). 3.5. Each Investment Company in the VIP Reorganization shall deliver to the other at the Closing (a) a Certificate in form and substance satisfactory to the recipient and dated the Effective Time, to the effect that the representations and warranties it made herein are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby and (b) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requests.

Closing and Effective Time. 3.1. Unless the Investment Companies agree otherwise (or, or in the case of an EQAT Reorganization, Reorganization EQAT determines otherwise or in the case of a VIP Reorganization VIP determines otherwise), all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to occur simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on November 4June 5, 2022, in the case of the Reorganization in which EQ/AXA Investment Managers Moderate Allocation Portfolio is the Target, or on November 11, 20222020, in the case of the Reorganizations in which 1290 VT Low Volatility Global Equity CharterSM Aggressive Growth Portfolio, EQ/Franklin Strategic Income CharterSM Growth Portfolio, CharterSM Moderate Growth Portfolio, and CharterSM Moderate Portfolio are the Targets, or on June 12, 2020, in the case of the Reorganizations in which EQ/Invesco International Growth Xxxxxxxxx Global Equity Managed Volatility Portfolio and CharterSM Conservative Portfolio are the Targets, or a later date as to which they agree (or EQAT determines) (“Effective Time”). If, at or immediately before the Valuation Time, (a) the NYSE or another primary trading market for portfolio securities of either Portfolio (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on an Exchange or elsewhere is disrupted, so that, in either Board’s (or, in the case of an EQAT Reorganization, EQAT’s Board’s; or, in the case of a VIP Reorganization, VIP’s Board’s) judgment, accurate appraisal of the value of either Portfolio’s net assets and/or the NAV per share of either class of Acquiring Portfolio Shares is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time) shall be postponed until the first business day on which that Exchange is open for regular trading after the day when that trading has been fully resumed and that reporting has been restored. The Closing shall be held at the Investment Companies’ offices or at another place as to which they agree. 3.2. EQAT The Investment Companies shall direct the custodian of the Portfolios’ assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets it holds will be transferred to Acquiring Portfolio at the Effective Time and (b) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. EQAT The Target Investment Company shall direct its transfer agent to deliver to the Acquiring Portfolio Investment Company at or immediately after the Closing a Certificate stating that its records contain (a) the name, address, and taxpayer identification number of each Shareholder, (b) the number of full and fractional shares in each outstanding class of Target Shares each Shareholder owns, and (c) the dividend reinvestment elections, if any, applicable to each Shareholder, all at the Effective Time. 3.4. Each Acquiring Portfolio Investment Company shall direct its transfer agent to deliver to EQATthe Target Investment Company, (a) at the Closing, a confirmation, or other evidence satisfactory to EQATthe Target Investment Company, that the Acquiring Portfolio Shares to be issued to Target pursuant to paragraph 1.1(a) have been credited to Target’s account on Acquiring Portfolio’s shareholder records and (b) at or as soon as reasonably practicable after the Closing, a Certificate as to the opening of accounts on those records in the names of the Shareholders (except Shareholders in whose names accounts thereon already exist). 3.5. Each Investment Company in the VIP a VIP-EQAT Reorganization shall deliver to the other at the Closing (a) a Certificate in form and substance satisfactory to the recipient and dated the Effective Time, to the effect that the representations and warranties it made herein are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby and (b) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requests.

Closing and Effective Time. 3.1. Unless the Investment Companies agree otherwise (or, in the case of an EQAT Reorganization, EQAT determines otherwise), all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to occur simultaneously as of immediately after before the close opening of business (4:00 p.m.9:30 a.m., Eastern Time) on November 412, 2022, in the case of the Reorganization in which EQ/AXA Investment Managers Moderate Allocation Portfolio is the Target, or on November 11, 2022, in the case of the Reorganizations in which 1290 VT Low Volatility Global Equity Portfolio, EQ/Franklin Strategic Income Portfolio, and EQ/Invesco International Growth Portfolio are the Targets, or a later date as to which they agree (or EQAT determines) 2012 (“Effective Time”). If, at or immediately before the Valuation Time, (a) the NYSE or another primary trading market for portfolio securities of either Portfolio Fund (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on an Exchange or elsewhere is disrupted, so that, in either Board’s (or, in the case of an EQAT Reorganization, EQAT’s Board’s) judgment, that accurate appraisal of the value of either Portfolio’s net assets Target Value and/or the NAV per share of an Acquiring Fund Share of either class of Acquiring Portfolio Shares is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time) shall be postponed until the first business day on which that Exchange is open for regular trading after the day when that trading has been fully resumed and that reporting has been restored. The Closing shall be held at the Investment Companies’ offices Adviser’s offices, 600 Xxxxxxxxx Xxxxx Xxxx. #X, Xxxxxxxxx Xxxxx, Xxxxxxxxxx 00000, or at another such other place as to which they the Investment Companies agree. 3.2. EQAT Trust shall direct U.S. Bank N.A., which is the custodian of the Portfolios’ assets each Fund’s assets, to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets it holds will be transferred to Acquiring Portfolio Fund at the Effective Time and (b) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Fund, as reflected on Acquiring Fund’s books immediately after the Closing, does or will conform to that information on Target’s books immediately before the Closing. Trust shall deliver to Corporation at the Closing a Certificate stating that all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. EQAT Trust shall direct its transfer agent to deliver to the Acquiring Investment Company Corporation at or immediately after the Closing a Certificate stating that its records contain (a) the name, address, and taxpayer identification number of each Shareholder, (b) the number of full and fractional shares in of each outstanding class of Target Shares each Shareholder ownsowns and which such shares are represented by outstanding certificates and which by book-entry accounts, and (c) the dividend reinvestment elections, if any, applicable to each Shareholder, and (d) the backup withholding and nonresident alien withholding certifications, notices, or records on file with Trust with respect to each Shareholder, all at the Effective Time. 3.4. Each Acquiring Investment Company Corporation shall direct its transfer agent to deliver to EQAT, Trust (a) at the Closing, a confirmation, or other evidence satisfactory to EQATTrust, that the Acquiring Portfolio Fund Shares to be issued to Target pursuant to paragraph 1.1(a) have been credited to Target’s account on Acquiring PortfolioFund’s shareholder records and (b) at or as soon as reasonably practicable after the Closing, a Certificate as to the opening of accounts on those records in the names of the Shareholders (Shareholders, except Shareholders in whose names accounts thereon already exist). 3.5. If requested by Corporation, Trust shall direct PricewaterhouseCoopers LLP, an independent registered public accounting firm that audits Target’s books (“PWC”), or other applicable service providers to deliver at the Closing all work papers and supporting statements related to ASC 700-00-00 (formerly, “Accounting for Uncertainty in Income Taxes,” FASB Interpretation No. 48, July 13, 2006) pertaining to Target. 3.6. Each Investment Company in the VIP Reorganization shall deliver to the other at the Closing (a) a Certificate in form and substance satisfactory to the recipient and dated the Effective Time, to the effect that the representations and warranties it made herein in this Agreement are true and correct at the Effective Time Time, except as they may be affected by the transactions contemplated hereby hereby, and (b) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requests.

Closing and Effective Time. 3.1. Unless the Investment Companies Funds agree otherwise otherwise, (or, in a) the case of an EQAT Reorganization, EQAT determines otherwise), all together with related acts necessary to consummate it (CLOSING), shall occur at the Reorganization offices of Advisor, on the later of (“Closing”i) the date the Articles of Transfer and Articles Supplementary are accepted for record by the Department or (ii) a later date specified in both the Articles of Transfer and Articles Supplementary not more than 30 days after they are so accepted (which later date must be a day on which the NYSE is open for regular trading (BUSINESS DAY)), and (b) all acts taking place at the Closing shall be deemed to occur take place simultaneously as of immediately after the close of business (4:00 at 5:00 p.m., Eastern Time) , on November 4, 2022, in the case of the Reorganization in which EQ/AXA Investment Managers Moderate Allocation Portfolio is the Target, or on November 11, 2022, in the case of the Reorganizations in which 1290 VT Low Volatility Global Equity Portfolio, EQ/Franklin Strategic Income Portfolio, and EQ/Invesco International Growth Portfolio are the Targets, or a later that date as to which they agree (or EQAT determines) (“Effective Time”EFFECTIVE TIME). If, at or immediately before the Valuation Time, (ai) the NYSE or another primary trading market for portfolio securities of either Portfolio Fund (each, an “Exchange”EXCHANGE) is closed to trading or trading thereon is restricted or (bii) trading or the reporting of trading on an Exchange or elsewhere is disrupted, so that, in either Board’s (or, in the case of an EQAT Reorganization, EQAT’s Board’s) judgment, that accurate appraisal of the Acquired Funds net value of either Portfolio’s net assets and/or the NAV per of a share of either class of Acquiring Portfolio Shares Fund Common Stock is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time) shall be postponed until the first business day on which that Exchange is open for regular trading Business Day after the day when that such trading has been fully resumed and that such reporting has been restored. The Closing restored and the Effective Time shall be held at postponed until the Investment Companies’ offices or at another place as to which they agreefollowing Business Day. 3.2. EQAT Acquired Fund shall direct the its custodian of the Portfolios’ assets to deliver at the Closing a certificate of an authorized officer (“Certificate”a) verifying that the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Acquired Fund to Acquiring Fund, as reflected on Acquiring Funds books immediately after the Closing, does or will conform to such information on Acquired Funds books immediately before the Closing and (b) stating that (ai) the Assets it holds will be transferred to Acquiring Portfolio Fund at the Effective Time and (bii) all necessary taxes in connection conjunction with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. EQAT Acquired Fund shall deliver, or shall have its transfer agent deliver, to Acquiring Fund at the Closing a list of the Stockholders names and addresses, and the number of full and, in the case of the Plan Agent, fractional outstanding shares of Acquired Fund Stock each Stockholder owns, at the Effective Time, certified by Acquired Funds Secretary or Assistant Secretary or by its transfer agent, as applicable. Acquiring Fund shall direct its transfer agent to deliver to the Acquiring Investment Company at or immediately after the Closing a Certificate stating that its records contain (a) certificate as to the name, address, opening of accounts in the Stockholders names on Acquiring Funds stockholder records. Acquiring Fund shall issue and taxpayer identification number of each Shareholder, (b) the number of full and fractional shares in each outstanding class of Target Shares each Shareholder owns, and (c) the dividend reinvestment elections, if any, applicable to each Shareholder, all at the Effective Time. 3.4. Each Acquiring Investment Company shall direct its transfer agent to deliver to EQAT, (a) at the Closing, Acquired Fund a confirmation, or other evidence satisfactory to EQATAcquired Fund, that the Acquiring Portfolio Shares Fund Stock to be issued credited to Target pursuant to paragraph 1.1(a) have Acquired Fund at the Effective Time has been credited to Target’s Acquired Funds account on Acquiring Portfolio’s shareholder records and (b) at or as soon as reasonably practicable after such records. At the Closing, a Certificate as each Fund shall deliver to the opening other bills of accounts on those records in sale, checks, assignments, stock certificates, receipts, or other documents the names of the Shareholders (except Shareholders in whose names accounts thereon already exist)other Fund or its counsel reasonably requests. 3.53.4. Each Investment Company in the VIP Reorganization Fund shall deliver to the other at the Closing (a) a Certificate certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient and dated the Effective Time, to the effect that the representations and warranties it made herein in this Agreement are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby and (b) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requestshereby.

Closing and Effective Time. 3.1. 3.1 Unless the Investment Companies agree otherwise (or, in the case of an EQAT Reorganization, EQAT Trust determines otherwise), all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to occur simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on November 4June [18], 2022, in the case of the Reorganization in which EQ/AXA Investment Managers Moderate Allocation Portfolio is the Target, or on November 11, 2022, in the case of the Reorganizations in which 1290 VT Low Volatility Global Equity Portfolio, EQ/Franklin Strategic Income Portfolio, and EQ/Invesco International Growth Portfolio are the Targets2021, or a later date as to which they agree (or EQAT determines) the Trust determines (“Effective Time”). If, at or immediately before the Valuation Time, (a) the NYSE or another primary trading market for portfolio securities of either Portfolio (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on an Exchange or elsewhere is disrupted, disrupted so that, in either the Board’s (or, in the case of an EQAT Reorganization, EQAT’s Board’s) judgment, accurate appraisal of the value of either Portfolio’s net assets and/or the NAV per share of either class of Acquiring Portfolio Shares is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time) shall be postponed until the first business day on which that Exchange is open for regular trading after the day when that trading has been fully resumed and that reporting has been restored. The Closing shall be held at the Investment Companies’ Trust’s offices or at another place as to which they agreethe Trust determines. 3.2. EQAT 3.2 The Trust shall direct the custodian of the Portfolios’ assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets it holds will be transferred to Acquiring Portfolio at the Effective Time and (b) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. EQAT 3.3 The Trust shall direct its transfer agent to deliver to the Acquiring Investment Company it at or immediately after the Closing a Certificate stating that its records contain (a) the name, address, and taxpayer identification number of each Shareholder, (b) the number of full and fractional shares in each outstanding class of Target Shares each Shareholder owns, and (c) the dividend reinvestment elections, if any, applicable to each Shareholder, all at the Effective Time. 3.4. Each Acquiring Investment Company shall direct its transfer agent to deliver to EQAT, (a) at the Closing, a confirmation, or other evidence satisfactory to EQAT, that the Acquiring Portfolio Shares to be issued to Target pursuant to paragraph 1.1(a) have been credited to Target’s account on Acquiring Portfolio’s shareholder records and (b) at or as soon as reasonably practicable after the Closing, a Certificate as to the opening of accounts on those records in the names of the Shareholders (except Shareholders in whose names accounts thereon already exist). 3.5. Each Investment Company in the VIP Reorganization shall deliver to the other at the Closing (a) a Certificate in form and substance satisfactory to the recipient and dated the Effective Time, to the effect that the representations and warranties it made herein are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby and (b) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requests.

Closing and Effective Time. 3.1. 3.1 Unless the Investment Companies agree otherwise (or, in the case of an EQAT Reorganization, EQAT Trust determines otherwise), all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to occur simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on November 4June [18], 2022, in the case of the Reorganization in which EQ/AXA Investment Managers Moderate Allocation Portfolio is the Target, or on November 11, 2022, in the case of the Reorganizations in which 1290 VT Low Volatility Global Equity Portfolio, EQ/Franklin Strategic Income Portfolio, and EQ/Invesco International Growth Portfolio are the Targets2021, or a later date as to which they agree (or EQAT determines) the Trust determines (“Effective Time”). If, at or immediately before the Valuation Time, (a) the NYSE or another primary trading market for portfolio securities of either Portfolio (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on an Exchange or elsewhere is disrupted, disrupted so that, in either the Board’s (or, in the case of an EQAT Reorganization, EQAT’s Board’s) judgment, accurate appraisal of the value of either Portfolio’s net assets and/or the NAV per share of either class of Acquiring Portfolio Shares is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time) shall be postponed until the first business day on which that Exchange is open for regular trading after the day when that trading has been fully resumed and that reporting has been restored. The Closing shall be held at the Investment Companies’ Trust’s offices or at another place as to which they agreethe Trust determines. 3.2. EQAT 3.2 The Trust shall direct the custodian of the Portfolios’ assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets it holds will be transferred to Acquiring Portfolio at the Effective Time and Time, (b) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made, and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target to Acquiring Portfolio, as reflected on Acquiring Portfolio’s books immediately after the Closing, does or will conform to that information on Target’s books immediately before the Closing. 3.3. EQAT 3.3 The Trust shall direct its transfer agent to deliver to the Acquiring Investment Company it at or immediately after the Closing a Certificate stating that its records contain (a) the name, address, and taxpayer identification number of each Shareholder, (b) the number of full and fractional shares in each outstanding class of Target Shares each Shareholder owns, and (c) the dividend reinvestment elections, if any, applicable to each Shareholder, all at the Effective Time. 3.4. Each Acquiring Investment Company shall direct its transfer agent to deliver to EQAT, (a) at the Closing, a confirmation, or other evidence satisfactory to EQAT, that the Acquiring Portfolio Shares to be issued to Target pursuant to paragraph 1.1(a) have been credited to Target’s account on Acquiring Portfolio’s shareholder records and (b) at or as soon as reasonably practicable after the Closing, a Certificate as to the opening of accounts on those records in the names of the Shareholders (except Shareholders in whose names accounts thereon already exist). 3.5. Each Investment Company in the VIP Reorganization shall deliver to the other at the Closing (a) a Certificate in form and substance satisfactory to the recipient and dated the Effective Time, to the effect that the representations and warranties it made herein are true and correct at the Effective Time except as they may be affected by the transactions contemplated hereby and (b) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requests.