Common use of PLAN OF REORGANIZATION AND TERMINATION Clause in Contracts

PLAN OF REORGANIZATION AND TERMINATION. 1.1 Subject to the requisite approval of Target’s shareholders and the terms and conditions set forth herein, Target shall assign, sell, convey, transfer, and deliver all of its assets described in paragraph 1.2 (“Assets”) to Acquiring Portfolio. In exchange therefor, Acquiring Portfolio shall — (a) issue and deliver to Target the number of full and fractional (all references herein to “fractional” shares meaning fractions rounded to the eighth decimal place) (1) Class IA Acquiring Portfolio Shares determined by dividing Target’s net value (computed as set forth in paragraph 2.1) (“Target Value”) attributable to the Class IA Target Shares by the net asset value (computed as set forth in paragraph 2.2) (“NAV”) of a Class IA Acquiring Portfolio Share, (2) Class IB Acquiring Portfolio Shares determined by dividing the Target Value attributable to the Class IB Target Shares by the NAV of a Class IB Acquiring Portfolio Share and (3) Class K Acquiring Portfolio Shares determined by dividing the Target Value attributable to the Class K Target Shares by the NAV of a Class K Acquiring Portfolio Share, and (b) assume all of Target’s liabilities described in paragraph 1.3 (“Liabilities”). Those transactions shall take place at the Closing (as defined in paragraph 3.1). 1.2 The Assets shall consist of all assets and property of every kind and nature — including all cash, cash equivalents, securities, commodities, futures interests, receivables (including interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, goodwill, and books and records — Target owns at the Valuation Time (as defined in paragraph 2.1) and any deferred and prepaid expenses (other than unamortized organizational expenses) shown as assets on Target’s books at that time. 1.3 The Liabilities shall consist of all of Target’s liabilities, debts, obligations, and duties of whatever kind or nature existing at the Valuation Time, whether absolute, accrued, contingent, or otherwise, whether known or unknown, whether or not arising in the ordinary course of business, whether or not determinable at the Effective Time (as defined in paragraph 3.1), and whether or not specifically referred to herein. Notwithstanding the foregoing, Target shall use its best efforts to discharge all its known liabilities, debts, obligations, and duties before the Effective Time. 1.4 If the dividends and/or other distributions Target has paid through the Effective Time for its current taxable year do not equal or exceed the sum of its (a) “investment company taxable income” (within the meaning of section 852(b)(2)), computed without regard to any deduction for dividends paid, plus (b) “net capital gain” (as defined in section 1222(11)), after reduction by any capital loss carryovers, for that year through that time, then at or as soon as practicable before that time, Target shall declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all of that income and gain for all federal income tax periods ending at or before the Effective Time, and treating its current taxable year as ending at that time, such that Target will have no tax liability under section 852 for the current and any prior tax periods. 1.5 At the Effective Time (or as soon thereafter as is reasonably practicable), Target shall distribute the Acquiring Portfolio Shares it receives pursuant to paragraph 1.1(a) to the Separate Accounts for which Equitable holds Target Shares of record at the Effective Time (each, a “Shareholder”), in proportion to their Target Shares then so held and in constructive exchange therefor, and shall completely liquidate (which shall be treated as a complete liquidation of Target for federal tax purposes, within the meaning of section 1.368-2(m)(1)(iv) of the Regulations). That distribution shall be accomplished by the Trust’s transfer agent’s opening accounts on Acquiring Portfolio’s shareholder records in the names of the Shareholders (except Shareholders in whose names accounts thereon already exist) and transferring those Acquiring Portfolio Shares to those newly opened and existing accounts. Pursuant to that transfer, each Shareholder’s account shall be credited with the respective pro rata number of full and fractional Acquiring Portfolio Shares due that Shareholder, by class (i.e., the account for each Shareholder that holds Class IA Target Shares shall be credited with the respective pro rata number of full and fractional Class IA Acquiring Portfolio Shares due that Shareholder, the account for each Shareholder that holds Class IB Target Shares shall be credited with the respective pro rata number of full and fractional Class IB Acquiring Portfolio Shares due that Shareholder, and the account for each Shareholder that holds Class K Target Shares shall be credited with the respective pro rata number of full and fractional Class K Acquiring Portfolio Shares due that Shareholder). The aggregate NAV of Acquiring Portfolio Shares to be so credited to each Shareholder’s account shall equal the aggregate NAV of the Target Shares that Shareholder holds at the Effective Time. All issued and outstanding Target Shares, including any represented by certificates, shall simultaneously be canceled on Target’s shareholder records. Acquiring Portfolio shall not issue certificates representing the Acquiring Portfolio Shares issued in connection with the Reorganization. 1.6 Any transfer taxes payable on issuance and transfer of Acquiring Portfolio Shares in a name other than that of the registered holder on Target’s shareholder records of the Target Shares actually or constructively exchanged therefor shall be paid by the transferee thereof, as a condition of that issuance and transfer. 1.7 After the Effective Time, Target shall not conduct any business except in connection with its termination. As soon as reasonably practicable after distribution of the Acquiring Portfolio Shares pursuant to paragraph 1.5 — as provided there, on making that distribution Target’s liquidation shall be complete for federal tax purposes — but in all events within six months after the Effective Time, (a) Target shall be terminated as a series of the Trust and (b) the Trust shall make all filings and take all other actions in connection therewith necessary and proper to effect that termination. 1.8 Any reporting responsibility of Target to a public authority, including the responsibility for filing regulatory reports, tax returns, and other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, any federal, state, and local tax authorities, and any other relevant regulatory authority, is and shall remain its responsibility up to and including the date on which it is terminated. In furtherance of the foregoing, after the Effective Time, the Trust shall prepare, or shall cause its agents to prepare, any federal, state, and local tax returns, required to be filed by it with respect to Target’s final taxable year ending with its complete liquidation and for any prior periods or taxable years and shall cause those tax returns to be duly filed with the appropriate taxing authorities.

PLAN OF REORGANIZATION AND TERMINATION. 1.1 1.1. Subject to the requisite approval of Target’s shareholders and the terms and conditions set forth herein, Target shall assign, sell, convey, transfer, and deliver all of its assets described in paragraph 1.2 (“Assets”) to Acquiring PortfolioFund. In exchange therefor, Acquiring Portfolio Fund shall —-- (a) issue and deliver to Target the number of full and fractional (all references herein to “fractional” shares meaning fractions rounded to the eighth third decimal place) (1) Investor Class IA Acquiring Portfolio Fund Shares determined by dividing Target’s net value (computed as set forth in paragraph 2.1) (“Target Value”) attributable to the Class IA R Target Shares by the net asset value (“NAV”) of an Investor Class Acquiring Fund Share (computed as set forth in paragraph 2.2) (“NAV”) of a Class IA Acquiring Portfolio Share, and (2) Institutional Class IB Acquiring Portfolio Fund Shares determined by dividing the Target Value attributable to the Class IB I Target Shares by the NAV of a an Institutional Class IB Acquiring Portfolio Fund Share and (3) Class K Acquiring Portfolio Shares determined by dividing the Target Value attributable to the Class K Target Shares by the NAV of a Class K Acquiring Portfolio Share, as so computed); and (b) assume all of Target’s liabilities described in paragraph 1.3 (“Liabilities”). Those transactions shall take place at the Closing (as defined in paragraph 3.1). 1.2 1.2. The Assets shall consist of all assets and property of every kind and nature — -- including all cash, cash equivalents, securities, commodities, futures interests, receivables (including interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, goodwill, and books and records — -- Target owns at the Valuation Time (as defined in paragraph 2.1) and any deferred and prepaid expenses (other than unamortized organizational expenses) shown as assets on Target’s books at that time; and Target has no unamortized or unpaid organizational fees or expenses that have not previously been disclosed in writing to Corporation. 1.3 1.3. The Liabilities shall consist of all of Target’s liabilities, debts, obligations, and duties of whatever kind or nature existing at the Valuation Time, whether absolute, accrued, contingent, or otherwise, whether known or unknown, whether or not arising in the ordinary course of business, whether or not determinable at the Effective Time (as defined in paragraph 3.1)that time, and whether or not specifically referred to hereinin this Agreement, except for Target’s Reorganization Expenses (as defined in paragraph 4.3.10) that are borne by Adviser pursuant to paragraph 7.2. Notwithstanding the foregoing, Target shall use its best efforts to discharge all its known liabilities, debts, obligations, and duties before the Effective TimeTime (as defined in paragraph 3.1). 1.4 1.4. If the dividends and/or other distributions Target has paid through the Effective Time for its current taxable year do not equal or exceed the sum of its (a) “investment company taxable income” (within the meaning of section 852(b)(2)), computed without regard to any deduction for dividends paid, plus (b) “net capital gain” (as defined in section 1222(11)), after reduction by any capital loss carryovers, for that year through that time, then at or as soon as practicable before that time, Target shall declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all of that such income and gain -- and in no event less than the sum of 98% of its “ordinary income” plus 98.2% of its “capital gain net income,” as such terms are defined in section 4982(e)(1) and (2), respectively -- for all federal income tax periods ending at or before the Effective Time, and treating its current taxable year as ending at that time, such that Target will have no tax liability under section sections 852 or 4982 for the current and any prior tax periods. 1.5 1.5. At the Effective Time (or as soon thereafter as is reasonably practicable), Target shall distribute the Acquiring Portfolio Fund Shares it receives pursuant to paragraph 1.1(a1.1 (a) to the Separate Accounts for which Equitable holds Target Shares its shareholders of record determined at the Effective Time (each, each a “Shareholder”), in proportion to their Target Shares then so held of record and in constructive exchange therefor, and shall completely liquidate (which shall be treated as a complete liquidation of Target for federal tax purposes, within the meaning of section 1.368-2(m)(1)(iv) of the Regulations)liquidate. That distribution shall be accomplished by the TrustCorporation’s transfer agent’s opening accounts on Acquiring PortfolioFund’s shareholder records in the names of the Shareholders (Shareholders, except Shareholders in whose names accounts thereon already exist) , and transferring those Acquiring Portfolio Fund Shares to those newly opened and existing accountsthereto. Pursuant to that transfer, each Shareholder’s newly opened or pre-existing account shall be credited with the respective pro rata number of full and fractional Acquiring Portfolio Fund Shares due that Shareholder, by class (i.e., the account for each Shareholder that holds Class IA R Target Shares shall be credited with the respective pro rata number of full and fractional Investor Class IA Acquiring Portfolio Shares due that Shareholder, the account for each Shareholder that holds Class IB Target Shares shall be credited with the respective pro rata number of full and fractional Class IB Acquiring Portfolio Shares due that Shareholder, and the account for each Shareholder that holds Class K I Target Shares shall be credited with the respective pro rata number of full and fractional Institutional Class K Acquiring Portfolio Fund Shares due that Shareholder). The aggregate NAV of Acquiring Portfolio Fund Shares to be so credited to each Shareholder’s account shall equal the aggregate NAV of the Target Shares that Shareholder holds at the Effective Time. All issued and outstanding Target Shares, including any represented by certificates, shall simultaneously be canceled on Target’s shareholder records. Acquiring Portfolio Corporation shall not issue certificates representing the Acquiring Portfolio Fund Shares issued in connection with the Reorganization. 1.6 1.6. Any transfer taxes payable on issuance and transfer of Acquiring Portfolio Fund Shares in a name other than that of the registered holder on Target’s shareholder records of the Target Shares actually or constructively exchanged therefor shall be paid by the transferee thereof, as a condition of that issuance and transfer. 1.7 After the Effective Time, Target shall not conduct any business except in connection with its termination1.7. As soon as reasonably practicable after distribution of the Acquiring Portfolio Shares pursuant to paragraph 1.5 — as provided there, on making that distribution Target’s liquidation shall be complete for federal tax purposes — but in all events within six months after the Effective Time, (a) Target shall be terminated as a series of the Trust and (b) the Trust shall make all filings and take all other actions in connection therewith necessary and proper to effect that termination. 1.8 Any reporting responsibility of Target to a public authority, including the responsibility for filing regulatory reports, tax returns, and other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, any federal, state, and local tax authorities, and any other relevant regulatory authority, is and shall remain its responsibility up to and including the date on which it is terminated. In furtherance of the foregoing, after the Effective Time, except as otherwise agreed to by the Investment Companies, Trust shall prepare, or shall cause its agents to prepare, prepare any federal, state, and local tax returns, including any Forms 1099, required to be filed by it with respect to Target’s final taxable year ending with its complete liquidation and for any prior periods or taxable years and shall cause those tax returns and Forms 1099 to be duly filed with the appropriate taxing authorities. 1.8. After the Effective Time, Target shall not conduct any business except in connection with its termination. As soon as reasonably practicable after distribution of the Acquiring Fund Shares pursuant to paragraph 1.5, all actions required to terminate Target as a series of Trust shall be taken -- and in all events Target shall have been terminated as such within six months after the Effective Time -- and Trust shall make all filings and take all other actions in connection therewith as required by applicable law or are necessary and proper to effect that termination. In addition, as soon as reasonably practicable after the later to occur of that distribution and the distribution of shares pursuant to an Agreement and Plan of Reorganization and Termination between the Investment Companies of even date regarding their respective series named “Jacob Micro Cap Growth Fund,” Trust shall be dissolved as a statutory trust under Delaware law and shall make all filings and take all other actions in connection therewith as required by applicable law or are necessary and proper to effect that dissolution.

PLAN OF REORGANIZATION AND TERMINATION. 1.1 1.1. Subject to the requisite approval of Target’s shareholders and the terms and conditions set forth herein, Target Old Fund shall assign, sell, convey, transfer, and deliver all of its assets described in paragraph 1.2 (“Assets”) to Acquiring PortfolioNew Fund. In exchange therefor, Acquiring Portfolio New Fund shall —-- (a) issue and deliver to Target Old Fund the number of full and fractional (all references herein to “fractional” shares meaning fractions rounded to the eighth third decimal place) (1) Investor Class IA Acquiring Portfolio New Fund Shares determined by dividing Target’s net value (computed as set forth in paragraph 2.1) (“Target Value”) attributable equal to the number of full and fractional Class IA Target R Old Fund Shares by the net asset value (computed as set forth in paragraph 2.2) (“NAV”) of a Class IA Acquiring Portfolio Sharethen outstanding, and (2) Institutional Class IB Acquiring Portfolio New Fund Shares determined by dividing the Target Value attributable equal to the number of full and fractional Class IB Target I Old Fund Shares by the NAV of a Class IB Acquiring Portfolio Share and (3) Class K Acquiring Portfolio Shares determined by dividing the Target Value attributable to the Class K Target Shares by the NAV of a Class K Acquiring Portfolio Sharethen outstanding, and (b) assume all of TargetOld Fund’s liabilities described in paragraph 1.3 (“Liabilities”). Those transactions shall take place at the Closing (as defined in paragraph 3.12.1). 1.2 1.2. The Assets shall consist of all assets and property of every kind and nature — -- including all cash, cash equivalents, securities, commodities, futures interests, receivables (including interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, goodwill, and books and records — Target -- Old Fund owns at the Valuation Effective Time (as defined in paragraph 2.1) and any deferred and prepaid expenses (other than unamortized organizational expenses) shown as assets on TargetOld Fund’s books at that time; and Old Fund has no unamortized or unpaid organizational fees or expenses that have not previously been disclosed in writing to Corporation. 1.3 1.3. The Liabilities shall consist of all of TargetOld Fund’s liabilities, debts, obligations, and duties of whatever kind or nature existing at the Valuation Effective Time, whether absolute, accrued, contingent, or otherwise, whether known or unknown, whether or not arising in the ordinary course of business, whether or not determinable at the Effective Time (as defined in paragraph 3.1)that time, and whether or not specifically referred to herein. Notwithstanding the foregoingin this Agreement, Target shall use its best efforts to discharge all its known liabilities, debts, obligations, and duties before the Effective Time. 1.4 If the dividends and/or other distributions Target has paid through the Effective Time except for its current taxable year do not equal or exceed the sum of its (a) “investment company taxable income” (within the meaning of section 852(b)(2)), computed without regard to any deduction for dividends paid, plus (b) “net capital gain” Old Fund’s Reorganization Expenses (as defined in section 1222(11paragraph 3.3(f)), after reduction ) that are borne by any capital loss carryovers, for that year through that time, then at or as soon as practicable before that time, Target shall declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all of that income and gain for all federal income tax periods ending at or before the Effective Time, and treating its current taxable year as ending at that time, such that Target will have no tax liability under section 852 for the current and any prior tax periods. 1.5 At the Effective Time (or as soon thereafter as is reasonably practicable), Target shall distribute the Acquiring Portfolio Shares it receives Adviser pursuant to paragraph 1.1(a) to the Separate Accounts for which Equitable holds Target Shares of record at the Effective Time (each, a “Shareholder”), in proportion to their Target Shares then so held and in constructive exchange therefor, and shall completely liquidate (which shall be treated as a complete liquidation of Target for federal tax purposes, within the meaning of section 1.368-2(m)(1)(iv) of the Regulations). That distribution shall be accomplished by the Trust’s transfer agent’s opening accounts on Acquiring Portfolio’s shareholder records in the names of the Shareholders (except Shareholders in whose names accounts thereon already exist) and transferring those Acquiring Portfolio Shares to those newly opened and existing accounts. Pursuant to that transfer, each Shareholder’s account shall be credited with the respective pro rata number of full and fractional Acquiring Portfolio Shares due that Shareholder, by class (i.e., the account for each Shareholder that holds Class IA Target Shares shall be credited with the respective pro rata number of full and fractional Class IA Acquiring Portfolio Shares due that Shareholder, the account for each Shareholder that holds Class IB Target Shares shall be credited with the respective pro rata number of full and fractional Class IB Acquiring Portfolio Shares due that Shareholder, and the account for each Shareholder that holds Class K Target Shares shall be credited with the respective pro rata number of full and fractional Class K Acquiring Portfolio Shares due that Shareholder). The aggregate NAV of Acquiring Portfolio Shares to be so credited to each Shareholder’s account shall equal the aggregate NAV of the Target Shares that Shareholder holds at the Effective Time. All issued and outstanding Target Shares, including any represented by certificates, shall simultaneously be canceled on Target’s shareholder records. Acquiring Portfolio shall not issue certificates representing the Acquiring Portfolio Shares issued in connection with the Reorganization6. 1.6 Any transfer taxes payable on issuance and transfer of Acquiring Portfolio Shares in a name other than that of the registered holder on Target’s shareholder records of the Target Shares actually or constructively exchanged therefor shall be paid by the transferee thereof, as a condition of that issuance and transfer. 1.7 After the Effective Time, Target shall not conduct any business except in connection with its termination. As soon as reasonably practicable after distribution of the Acquiring Portfolio Shares pursuant to paragraph 1.5 — as provided there, on making that distribution Target’s liquidation shall be complete for federal tax purposes — but in all events within six months after the Effective Time, (a) Target shall be terminated as a series of the Trust and (b) the Trust shall make all filings and take all other actions in connection therewith necessary and proper to effect that termination. 1.8 Any reporting responsibility of Target to a public authority, including the responsibility for filing regulatory reports, tax returns, and other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, any federal, state, and local tax authorities, and any other relevant regulatory authority, is and shall remain its responsibility up to and including the date on which it is terminated. In furtherance of the foregoing, after the Effective Time, the Trust shall prepare, or shall cause its agents to prepare, any federal, state, and local tax returns, required to be filed by it with respect to Target’s final taxable year ending with its complete liquidation and for any prior periods or taxable years and shall cause those tax returns to be duly filed with the appropriate taxing authorities.

PLAN OF REORGANIZATION AND TERMINATION. 1.1 Subject to the requisite approval of Target’s shareholders and the terms and conditions set forth herein, Target shall assign, sell, convey, transfer, and deliver all of its assets described in paragraph 1.2 (“Assets”) to Acquiring Portfolio. In exchange therefor, Acquiring Portfolio shall — (a) issue and deliver to Target the number of full and fractional (all references herein to “fractional” shares meaning fractions rounded to the eighth decimal place) (1) Class IA A Acquiring Portfolio Shares determined by dividing Target’s net value (computed as set forth in paragraph 2.1) (“Target Value”) attributable to the Class IA Target Shares by the net asset value (computed as set forth in paragraph 2.2) (“NAV”) of a Class IA A Acquiring Portfolio Share, (2) Class IB B Acquiring Portfolio Shares determined by dividing the Target Value attributable to the Class IB Target Shares by the NAV of a Class IB B Acquiring Portfolio Share and (3) Class K Acquiring Portfolio Shares determined by dividing the Target Value attributable to the Class K Target Shares by the NAV of a Class K Acquiring Portfolio Share, and (b) assume all of Target’s liabilities described in paragraph 1.3 (“Liabilities”). Those transactions shall take place at the Closing (as defined in paragraph 3.1). 1.2 The Assets shall consist of all assets and property of every kind and nature — including all cash, cash equivalents, securities, commodities, futures interests, receivables (including interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, goodwill, and books and records — Target owns at the Valuation Time (as defined in paragraph 2.1) and any deferred and prepaid expenses (other than unamortized organizational expenses) shown as assets on Target’s books at that time; and Target has no unamortized or unpaid organizational fees or expenses that have not been previously disclosed in writing to VIP. 1.3 The Liabilities shall consist of all of Target’s liabilities, debts, obligations, and duties of whatever kind or nature existing at the Valuation Time, whether absolute, accrued, contingent, or otherwise, whether known or unknown, whether or not arising in the ordinary course of business, whether or not determinable at the Effective Time (as defined in paragraph 3.1), and whether or not specifically referred to herein. Notwithstanding the foregoing, Target shall use its best efforts to discharge all its known liabilities, debts, obligations, and duties before the Effective Time. 1.4 If the dividends and/or other distributions Target has paid through the Effective Time for its current taxable year do not equal or exceed the sum of its (a) “investment company taxable income” (within the meaning of section 852(b)(2)), computed without regard to any deduction for dividends paid, plus (b) “net capital gain” (as defined in section 1222(11)), after reduction by any capital loss carryovers, for that year through that time, then at or as soon as practicable before that time, Target shall declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all of that income and gain for all federal income tax periods ending at or before the Effective Time, and treating its current taxable year as ending at that time, such that Target will have no tax liability under section 852 for the current and any prior tax periods. 1.5 At the Effective Time (or as soon thereafter as is reasonably practicable), Target shall distribute the Acquiring Portfolio Shares it receives pursuant to paragraph 1.1(a) to the Separate Accounts for which Equitable holds Target Shares of record at the Effective Time (each, a “Shareholder”), in proportion to their Target Shares then so held and in constructive exchange therefor, and shall completely liquidate (which shall be treated as a complete liquidation of Target for federal tax purposes, within the meaning of section 1.368-2(m)(1)(iv) of the Regulations). That distribution shall be accomplished by the TrustVIP’s transfer agent’s opening accounts on Acquiring Portfolio’s shareholder records in the names of the Shareholders (except Shareholders in whose names accounts thereon already exist) and transferring those Acquiring Portfolio Shares to those newly opened and existing accounts. Pursuant to that transfer, each Shareholder’s account shall be credited with the respective pro rata number of full and fractional Acquiring Portfolio Shares due that Shareholder, by class (i.e., the account for each Shareholder that holds Class IA Target Shares shall be credited with the respective pro rata number of full and fractional Class IA A Acquiring Portfolio Shares due that Shareholder, the account for each Shareholder that holds Class IB Target Shares shall be credited with the respective pro rata number of full and fractional Class IB B Acquiring Portfolio Shares due that Shareholder, and the account for each Shareholder that holds Class K Target Shares shall be credited with the respective pro rata number of full and fractional Class K Acquiring Portfolio Shares due that Shareholder). The aggregate NAV of Acquiring Portfolio Shares to be so credited to each Shareholder’s account shall equal the aggregate NAV of the Target Shares that Shareholder holds at the Effective Time. All issued and outstanding Target Shares, including any represented by certificates, shall simultaneously be canceled on Target’s shareholder records. Acquiring Portfolio shall not issue certificates representing the Acquiring Portfolio Shares issued in connection with the Reorganization. 1.6 Any transfer taxes payable on issuance and transfer of Acquiring Portfolio Shares in a name other than that of the registered holder on Target’s shareholder records of the Target Shares actually or constructively exchanged therefor shall be paid by the transferee thereof, as a condition of that issuance and transfer. 1.7 After the Effective Time, Target shall not conduct any business except in connection with its termination. As soon as reasonably practicable after distribution of the Acquiring Portfolio Shares pursuant to paragraph 1.5 — as provided there, on making that distribution Target’s liquidation shall be complete for federal tax purposes — but in all events within six months after the Effective Time, (a) Target shall be terminated as a series of the Trust EQAT and (b) the Trust EQAT shall make all filings and take all other actions in connection therewith necessary and proper to effect that termination. 1.8 Any reporting responsibility of Target to a public authority, including the responsibility for filing regulatory reports, tax returns, and other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, any federal, state, and local tax authorities, and any other relevant regulatory authority, is and shall remain its responsibility up to and including the date on which it is terminated. In furtherance of the foregoing, after the Effective Time, except as otherwise agreed to by the Trust Investment Companies, EQAT shall prepare, or shall cause its agents to prepare, any federal, state, and local tax returns, required to be filed by it with respect to Target’s final taxable year ending with its complete liquidation and for any prior periods or taxable years and shall cause those tax returns to be duly filed with the appropriate taxing authorities.

PLAN OF REORGANIZATION AND TERMINATION. 1.1 Subject to the requisite approval of Targetthe Old Fund’s shareholders and the terms and conditions set forth herein, Target the Old Fund shall assign, sell, convey, transfer, and deliver all of its assets described in paragraph 1.2 (“Assets”) to Acquiring Portfoliothe New Fund. In exchange therefor, Acquiring Portfolio shall —the New Fund shall: (a) issue and deliver to Target the Old Fund the number of full and fractional (all references herein to “fractional” shares meaning fractions rounded to the eighth third decimal place) (1) Class IA Acquiring Portfolio Shares determined by dividing Target’s net value (computed as set forth in paragraph 2.1) (“Target Value”) attributable New Fund Shares, at no par value, equal to the Class IA Target number of full and fractional Old Fund Shares by the net asset value (computed as set forth in paragraph 2.2) (“NAV”) of a Class IA Acquiring Portfolio Share, (2) Class IB Acquiring Portfolio Shares determined by dividing the Target Value attributable to the Class IB Target Shares by the NAV of a Class IB Acquiring Portfolio Share and (3) Class K Acquiring Portfolio Shares determined by dividing the Target Value attributable to the Class K Target Shares by the NAV of a Class K Acquiring Portfolio Share, then outstanding; and (b) assume all of Targetthe Old Fund’s liabilities described in paragraph 1.3 (“Liabilities”). Those transactions shall take place at the Closing (as defined in paragraph 3.12.1). 1.2 The Assets shall consist of all assets and property of every kind and nature — nature, without limitation, including all cash, cash equivalents, securities, commodities, futures interests, receivables (including including, without limitation, interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, goodwilltax carryovers, and books and records — Target the Old Fund owns at the Valuation Effective Time (as defined in paragraph 2.1) and any deferred and prepaid expenses (other than unamortized organizational expenses) shown as assets on Targetthe Old Fund’s books at that time; and the Old Fund has no fees or expenses that have not previously been disclosed in writing (either as to the amount or the nature thereof) to the New Trust. 1.3 The Liabilities shall consist of all of Targetthe Old Fund’s liabilities, whether accrued or contingent, known or unknown, existing at the Effective Time whether or not they are reflected on the Statement of Assets and Liabilities; debts, obligations, and duties of whatever kind or nature existing at the Valuation Effective Time, whether absolute, accrued, contingent, or otherwise, whether known or unknown, whether or not arising in the ordinary course of business, whether or not determinable at the Effective Time excluding Reorganization Expenses (as defined in paragraph 3.13.3(f), and whether or not specifically referred ) borne by the Manager pursuant to hereinparagraph 6. Notwithstanding the foregoing, Target shall use its best efforts the Old Fund will endeavor to discharge all its known liabilities, debts, obligations, and duties before the Effective Time (other than debts, obligations and duties under this Agreement that do not arise until after the Effective Time and certain investment contracts, including, without limitation, options, futures, forward contracts, and swap agreements that do not expire until after the Effective Time). 1.4 If At or before the dividends and/or other distributions Target has paid through Closing, the Effective Time for its current taxable year do not equal or exceed New Fund shall redeem the sum of its (a) “investment company taxable income” (within the meaning of section 852(b)(2)), computed without regard to any deduction for dividends paid, plus (b) “net capital gain” Initial Share (as defined in section 1222(11)), after reduction by any capital loss carryovers, for that year through that time, then at or as soon as practicable before that time, Target shall declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all of that income and gain for all federal income tax periods ending at or before the Effective Time, and treating its current taxable year as ending at that time, such that Target will have no tax liability under section 852 paragraph 5.8) for the current and any prior tax periods. 1.5 amount at which it is issued pursuant to that paragraph. At the Effective Time (or as soon thereafter as is reasonably practicable), Target the Old Fund shall distribute all the Acquiring Portfolio New Fund Shares it receives pursuant to paragraph 1.1(a1.1 (a) to the Separate Accounts for which Equitable holds Target Shares its shareholders of record determined at the Effective Time (each, a “Shareholder”), in proportion to their Target Old Fund Shares then so held of record and in constructive exchange therefor, and shall completely liquidate (which shall be treated as a complete liquidation of Target for federal tax purposes, within the meaning of section 1.368-2(m)(1)(iv) of the Regulations)liquidate. That distribution shall be accomplished by the New Trust’s transfer agent’s opening accounts on Acquiring Portfoliothe New Fund’s shareholder records in the Shareholders’ names of the Shareholders (except Shareholders in whose names accounts thereon already exist) and transferring those Acquiring Portfolio New Fund Shares to those newly opened and existing accountsthereto. Pursuant to that transfer, each Shareholder’s account shall be credited with the respective pro rata number of full and fractional Acquiring Portfolio New Fund Shares due that Shareholder, by class (i.e., equal to the account for each Shareholder that holds Class IA Target Shares shall be credited with the respective pro rata number of full and fractional Class IA Acquiring Portfolio Old Fund Shares due that Shareholder, Shareholder holds at the account for each Shareholder that holds Class IB Target Shares shall be credited with the respective pro rata number of full and fractional Class IB Acquiring Portfolio Shares due that Shareholder, and the account for each Shareholder that holds Class K Target Shares shall be credited with the respective pro rata number of full and fractional Class K Acquiring Portfolio Shares due that Shareholder)Effective Time. The aggregate NAV net asset value (“NAV”) of Acquiring Portfolio New Fund Shares to be so credited to each Shareholder’s account shall equal the aggregate NAV of the Target Old Fund Shares that Shareholder holds at the Effective Time. All issued and outstanding Target Old Fund Shares, including any represented by certificates, shall simultaneously be canceled on Targetthe Old Fund’s shareholder records. Acquiring Portfolio The New Trust shall not issue certificates representing the Acquiring Portfolio New Fund Shares issued in connection with the Reorganization. 1.5 All computations of value of the Old Fund, including the NAV calculation at the Effective Time, shall be made by Ultimus Fund Solutions, LLC (“Ultimus”) in accordance with its regular practice of pricing the shares and assets of the Old Fund and consistent with valuation procedures set forth in the Old Fund’s currently effective prospectus and statement of additional information. 1.6 Any transfer taxes payable on the issuance and transfer of Acquiring Portfolio the New Fund Shares in a name other than that of the registered holder on Targetthe Old Fund’s shareholder records of the Target Old Fund Shares actually or constructively exchanged therefor shall be paid by the transferee thereof, as a condition of that issuance and transfer. 1.7 After the Effective Time, Target shall not conduct any business except in connection with its termination. As soon as reasonably practicable after distribution of the Acquiring Portfolio Shares pursuant to paragraph 1.5 — as provided there, on making that distribution Target’s liquidation shall be complete for federal tax purposes — but in all events within six months after the Effective Time, (a) Target shall be terminated as a series of the Trust and (b) the Trust shall make all filings and take all other actions in connection therewith necessary and proper to effect that termination. 1.8 Any reporting responsibility of Target the Old Fund to a public authority, including the responsibility for filing any regulatory reports, tax returns, and other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, any federal, state, and local tax authorities, and any other relevant regulatory authority, is and shall remain its the Old Fund’s responsibility up to and including the date on which it is terminated. 1.8 After the Effective Time, the Old Fund shall not conduct any business except in connection with its termination. In furtherance As soon as reasonably practicable after distribution of the foregoingNew Fund Shares pursuant to paragraph 1.4, but in all events within six months after the Effective Time, (a) the Trust Old Fund shall preparebe terminated and (b) Xxxxxx Mutual Funds, Inc. shall make any and all filings and take any and all other actions in connection therewith that may be necessary or shall cause its agents proper to prepare, any federal, state, and local tax returns, required to be filed by it with respect to Target’s final taxable year ending with its effect the complete liquidation and for any prior periods or taxable years and shall cause those tax returns to be duly filed with termination of the appropriate taxing authoritiesOld Fund.

PLAN OF REORGANIZATION AND TERMINATION. 1.1 Subject to the requisite approval of Target’s shareholders and the terms and conditions set forth herein, 1.1. Target shall assign, sell, convey, transfer, and deliver all of its assets described in paragraph 1.2 (“Assets”) to Acquiring PortfolioFund. In exchange therefor, Acquiring Portfolio Fund shall —-- (a) issue and deliver to Target the number of full and fractional (all references herein to “fractional” shares meaning fractions rounded to the eighth third decimal place) (1) Class IA A Acquiring Portfolio Fund Shares determined by dividing Target’s net value (computed as set forth in paragraph 2.1) (“Target Value”) attributable to the Class IA A Target Shares by the net asset value (“NAV”) of a Class A Acquiring Fund Share (computed as set forth in paragraph 2.2) (“NAV”) of a Class IA Acquiring Portfolio Share), (2) Class IB C Acquiring Portfolio Fund Shares determined by dividing the Target Value attributable to the Class IB C Target Shares by the NAV of a Class IB C Acquiring Portfolio Fund Share and (as so computed), (3) Class K I Acquiring Portfolio Fund Shares determined by dividing the Target Value attributable to the Class K I Target Shares by the NAV of a Class K I Acquiring Portfolio ShareFund Share (as so computed), (4) Class R-3 Acquiring Fund Shares determined by dividing the Target Value attributable to the Class R-3 Target Shares by the NAV of a Class R-3 Acquiring Fund Share (as so computed), and (5) Class R-5 Acquiring Fund Shares determined by dividing the Target Value attributable to the Class R-5 Target Shares by the NAV of a Class R-5 Acquiring Fund Share (as so computed); and (b) assume all of Target’s liabilities described in paragraph 1.3 (“Liabilities”). Those Such transactions shall take place at the Closing (as defined in paragraph 3.1). 1.2 1.2. The Assets shall consist of all assets and property of every kind and nature — -- including all cash, cash equivalents, securities, commodities, futures interests, receivables (including interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, goodwillbooks and records, and deferred and prepaid expenses shown as assets on Target’s books and records — -- Target owns at the Valuation Time (as defined in paragraph 2.1) and any deferred and prepaid expenses (other than unamortized organizational expenses) shown as assets on Target’s books at that time). 1.3 1.3. The Liabilities shall consist of all of Target’s liabilities, debts, obligations, and duties of whatever kind or nature existing at the Valuation Time, whether absolute, accrued, contingent, or otherwise, whether known or unknown, whether or not arising in the ordinary course of business, whether or not determinable at the Effective Time (as defined in paragraph 3.1)that time, and whether or not specifically referred to hereinin this Agreement, except for Target’s Reorganization Expenses (as defined in paragraph 4.3.9) that are borne by Advisor pursuant to paragraph 7.2. Notwithstanding the foregoing, Target shall agrees to use its best efforts to discharge all its known liabilities, debts, obligations, and duties before the Effective TimeTime (as defined in paragraph 3.1). 1.4 1.4. If the dividends and/or other distributions Target has paid through the Effective Time for its current taxable year do not equal or exceed the sum of its (a) “investment company taxable income” (within the meaning of section 852(b)(2)), computed without regard to any deduction for dividends paid, plus (b) “net capital gain” (as defined in section 1222(11)), after reduction by any capital loss carryovers, for that year through that time, then at or as soon as practicable before that time, Target shall declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all of that such income and gain -- and in no event less than the sum of 98% of its “ordinary income” plus 98.2% of its “capital gain net income,” as such terms are defined in section 4982(e)(1) and (2), respectively -- for all federal income tax periods ending at or before the Effective Time, and treating its current taxable year as ending at that time, such that Target will have no tax liability under section sections 852 or 4982 for the current and any prior tax periods. 1.5 1.5. At the Effective Time (or as soon thereafter as is reasonably practicable), Target shall distribute the Acquiring Portfolio Fund Shares it receives pursuant to paragraph 1.1(a1.1 (a) to the Separate Accounts for which Equitable holds Target Shares its shareholders of record determined at the Effective Time (each, each a “Shareholder”), in proportion to their Target Shares then so held of record and in constructive exchange therefor, and shall will completely liquidate (which shall be treated as a complete liquidation of Target for federal tax purposes, within the meaning of section 1.368-2(m)(1)(iv) of the Regulations)liquidate. That distribution shall be accomplished by the TrustAcquiring Fund’s transfer agent’s opening accounts on Acquiring PortfolioFund’s shareholder records share transfer books in the names of the Shareholders (Shareholders, except Shareholders in whose names accounts thereon already exist) , and transferring those Acquiring Portfolio Shares to those newly opened and existing accounts. Pursuant to that transfer, crediting each Shareholder’s newly opened or pre-existing account shall be credited with the respective pro rata number of full and fractional (rounded to the third decimal place) Acquiring Portfolio Fund Shares due that Shareholder, by class (i.e., the account for each Shareholder that holds Class IA A Target Shares shall be credited with the respective pro rata number of full and fractional Class IA A Acquiring Portfolio Shares due that Shareholder, the account for each Shareholder that holds Class IB C Target Shares shall be credited with the respective pro rata number of full and fractional Class IB C Acquiring Portfolio Fund Shares due that Shareholder, and the account for each Shareholder that holds Class K Target Shares shall be credited with the respective pro rata number of full and fractional Class K Acquiring Portfolio Shares due that Shareholderso on). The aggregate NAV of Acquiring Portfolio Fund Shares to be so credited to each Shareholder’s account shall equal the aggregate NAV of the Target Shares that such Shareholder holds owned at the Effective Time. All issued and outstanding Target Shares, including any represented by certificates, shall simultaneously be canceled on Target’s shareholder recordsshare transfer books. Acquiring Portfolio Fund shall not issue certificates representing the Acquiring Portfolio Fund Shares issued in connection with the Reorganization. 1.6 Any transfer taxes payable on issuance and transfer of Acquiring Portfolio Shares in a name other than that of the registered holder on Target’s shareholder records of the Target Shares actually or constructively exchanged therefor shall be paid by the transferee thereof, as a condition of that issuance and transfer. 1.7 After the Effective Time, Target shall not conduct any business except in connection with its termination1.6. As soon as reasonably practicable after distribution of the Acquiring Portfolio Fund Shares pursuant to paragraph 1.5 — as provided there1.5, on making that distribution Target’s liquidation shall be complete for federal tax purposes — but in all events within six months after the Effective Time, (a) actions required to terminate Target shall be terminated as a series of the Trust and (b) the Trust shall make be taken -- and in all filings events Target shall have been terminated as such within one year after the Effective Time -- and take all other any further actions shall be taken in connection therewith necessary and proper to effect that terminationas required by applicable law. 1.8 1.7. Any reporting responsibility of Target to a public authority, including the responsibility for filing regulatory reports, tax returns, and other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, any federal, state, and local tax authorities, and any other relevant regulatory authority, is and shall remain its responsibility up to and including the date on which it is terminated. 1.8. In furtherance Any transfer taxes payable on issuance of Acquiring Fund Shares in a name other than that of the foregoing, after registered holder on Target’s share transfer books of the Effective Time, Target Shares actually or constructively exchanged therefor shall be paid by the Trust shall prepare, or shall cause its agents person to prepare, any federal, state, and local tax returns, required whom such Acquiring Fund Shares are to be filed by it with respect to Target’s final taxable year ending with its complete liquidation and for any prior periods or taxable years and shall cause those tax returns to be duly filed with the appropriate taxing authoritiesissued, as a condition of such transfer.

PLAN OF REORGANIZATION AND TERMINATION. 1.1 Subject to the requisite approval approvals of TargetExisting Fund’s shareholders and others and the terms and conditions set forth herein, Target Existing Fund shall assign, sell, convey, transfer, and deliver all of its assets described in paragraph 1.2 (“Assets”) to Acquiring PortfolioNew Fund. In exchange therefor, Acquiring Portfolio shall —New Fund shall: (a) issue and deliver to Target Existing Fund the number of full and fractional (all references herein to “fractional” shares meaning fractions rounded to the eighth third decimal place) (1) New Fund Class IA Acquiring Portfolio A Shares determined by dividing Target’s net value (computed as set forth in paragraph 2.1) (“Target Value”) attributable equal to the number of full and fractional Existing Fund Class IA Target A Shares by the net asset value (computed as set forth in paragraph 2.2) (“NAV”) of a and Existing Fund Class IA Acquiring Portfolio ShareC Shares then outstanding, and (2) New Fund Institutional Class IB Acquiring Portfolio Shares determined by dividing the Target Value attributable equal to the number of full and fractional Existing Fund Institutional Class IB Target Shares by the NAV of a Class IB Acquiring Portfolio Share and (3) Class K Acquiring Portfolio Shares determined by dividing the Target Value attributable to the Class K Target Shares by the NAV of a Class K Acquiring Portfolio Share, then outstanding; and (b) assume all of TargetExisting Fund’s liabilities described in paragraph 1.3 (“Liabilities”). Those transactions shall take place at the Closing (as defined in paragraph 3.12.1). 1.2 The Assets shall consist of all assets and property of every kind and nature — -- including all cash, cash equivalents, securities, commodities, futures interests, receivables (including interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, goodwill, and books and records — Target -- Existing Fund owns at the Valuation Effective Time (as defined in paragraph 2.1) and any deferred and prepaid expenses (other than unamortized organizational expenses) shown as assets on TargetExisting Fund’s books at that time. 1.3 The Liabilities shall consist of all of TargetExisting Fund’s liabilities, debts, obligations, and duties of whatever kind or and nature existing at the Valuation Effective Time, whether absolute, accrued, contingent, or otherwise, whether known or unknown, accrued or contingent, and whether or not arising in the ordinary course of business, whether or not determinable at as of the Effective Time Time, or specifically referred to herein, excluding Reorganization Expenses (as defined in paragraph 3.13.3(f), ) borne by the Advisor and whether or not specifically referred Camelot pursuant to herein. Notwithstanding the foregoing, Target shall use its best efforts to discharge all its known liabilities, debts, obligations, and duties before the Effective Timeparagraph 6). 1.4 If At or before the dividends and/or other distributions Target has paid through Closing, New Fund shall redeem the Effective Time for its current taxable year do not equal or exceed the sum of its (a) “investment company taxable income” (within the meaning of section 852(b)(2)), computed without regard to any deduction for dividends paid, plus (b) “net capital gain” Initial Shares (as defined in section 1222(11)), after reduction by any capital loss carryovers, for that year through that time, then at or as soon as practicable before that time, Target shall declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all of that income and gain for all federal income tax periods ending at or before the Effective Time, and treating its current taxable year as ending at that time, such that Target will have no tax liability under section 852 paragraph 5.5) for the current and any prior tax periods. 1.5 price at which they are issued pursuant to that paragraph. At the Effective Time (or as soon thereafter as is reasonably practicable), Target the Existing Fund shall distribute the Acquiring Portfolio New Fund Shares it receives pursuant to paragraph 1.1(a1.1 (a) to the Separate Accounts for which Equitable holds Target Shares its shareholders of record determined at the Effective Time (each, a “Shareholder”), in proportion to their Target Existing Fund Shares then so held of record and in constructive exchange therefor, and shall will completely liquidate (which shall be treated as a complete liquidation of Target the Existing Fund for federal tax purposes, within the meaning of section 1.368-2(m)(1)(iv) of the Treasury Regulations). That distribution shall be accomplished by the Trust’s transfer agent’s agent opening accounts on Acquiring PortfolioNew Fund’s shareholder records in the names of the Shareholders (except Shareholders in whose names accounts thereon already exist) and transferring those Acquiring Portfolio New Fund Shares to those newly opened and existing accounts. Pursuant to that transfer, each Shareholder’s account shall be credited with the respective pro rata number of full and fractional Acquiring Portfolio New Fund Shares due equal to the number of full and fractional Existing Fund Shares that ShareholderShareholder holds as of the Effective Time, by class (i.e., the account for each Shareholder that holds Existing Fund Class IA Target A Shares or Existing Fund Class C Shares shall be credited with the respective pro rata number of full and fractional New Fund Class IA Acquiring Portfolio Shares due that Shareholder, the account for each Shareholder that holds Class IB Target Shares shall be credited with the respective pro rata number of full and fractional Class IB Acquiring Portfolio A Shares due that Shareholder, and the account for each Shareholder that holds Existing Fund Institutional Class K Target Shares shall be credited with the respective pro rata number of full and fractional New Fund Institutional Class K Acquiring Portfolio Shares due that Shareholder). The aggregate NAV net asset value (“NAV”) of Acquiring Portfolio New Fund Shares to be so credited to each Shareholder’s account shall equal the aggregate NAV of the Target Existing Fund Shares that Shareholder holds owned at the Effective Time. All issued and outstanding Target Shares, including any represented by certificates, shall simultaneously be canceled on Target’s shareholder records. Acquiring Portfolio shall not issue certificates representing the Acquiring Portfolio Shares issued in connection with the Reorganization. 1.6 1.5 Any transfer taxes payable on the issuance and transfer of Acquiring Portfolio New Fund Shares in a name other than that of the registered holder on TargetExisting Fund’s shareholder records of the Target Existing Fund Shares actually or constructively exchanged therefor shall be paid by the transferee thereof, as a condition of that issuance and transfer. 1.7 After the Effective Time, Target shall not conduct any business except in connection with its termination. As soon as reasonably practicable after distribution of the Acquiring Portfolio Shares pursuant to paragraph 1.5 — as provided there, on making that distribution Target’s liquidation shall be complete for federal tax purposes — but in all events within six months after the Effective Time, (a) Target shall be terminated as a series of the Trust and (b) the Trust shall make all filings and take all other actions in connection therewith necessary and proper to effect that termination. 1.8 1.6 Any reporting responsibility of Target Existing Fund to a public authority, including the responsibility for filing regulatory reports, tax returns, and other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, any federal, state, and local tax authorities, and any other relevant regulatory authority, is and shall remain its responsibility up to and including the date on which it is terminated. In furtherance of , except that New Fund shall be responsible for preparing and filing any Form N-Q or Form N-CSR (including the foregoing, after annual report to shareholders) if the fiscal period relating to such form ended prior to the Effective Time, but as of the Trust shall prepare, or shall cause its agents to prepare, any federal, state, and local tax returns, required to be filed by it with respect to Target’s final taxable year ending with its complete liquidation and for any prior periods or taxable years and shall cause those tax returns to be duly filed with the appropriate taxing authoritiesEffective Time such form has not yet been filed.

PLAN OF REORGANIZATION AND TERMINATION. 1.1 Subject to the requisite approval of Targetthe Old Fund’s shareholders and the terms and conditions set forth herein, Target the Old Fund shall assign, sell, convey, transfer, and deliver all of its assets described in paragraph 1.2 (“Assets”) to Acquiring Portfoliothe New Fund. In exchange therefor, Acquiring Portfolio shall —the New Fund shall: (a) issue and deliver to Target the Old Fund the number of full and fractional (all references herein to “fractional” shares meaning fractions rounded to the eighth third decimal place) (1) Class IA Acquiring Portfolio Shares determined by dividing Target’s net value (computed as set forth in paragraph 2.1) (“Target Value”) attributable New Fund Shares, at no par value, equal to the Class IA Target number of full and fractional Old Fund Shares by the net asset value (computed as set forth in paragraph 2.2) (“NAV”) of a Class IA Acquiring Portfolio Share, (2) Class IB Acquiring Portfolio Shares determined by dividing the Target Value attributable to the Class IB Target Shares by the NAV of a Class IB Acquiring Portfolio Share and (3) Class K Acquiring Portfolio Shares determined by dividing the Target Value attributable to the Class K Target Shares by the NAV of a Class K Acquiring Portfolio Share, then outstanding; and (b) assume all of Targetthe Old Fund’s liabilities described in paragraph 1.3 (“Liabilities”). Those transactions shall take place at the Closing (as defined in paragraph 3.12.1). 1.2 The Assets shall consist of all assets and property of every kind and nature — nature, without limitation, including all cash, cash equivalents, securities, commodities, futures interests, receivables (including including, without limitation, interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, goodwilltax carryovers, and books and records — Target the Old Fund owns at the Valuation Effective Time (as defined in paragraph 2.1) and any deferred and prepaid expenses (other than unamortized organizational expenses) shown as assets on Targetthe Old Fund’s books at that time; and the Old Fund has no fees or expenses that have not previously been disclosed in writing to the New Trust. 1.3 The Liabilities shall consist of all of Targetthe Old Fund’s liabilities, whether accrued or contingent, known or unknown, existing at the Effective Time whether or not they are reflected on the Statement of Assets and Liabilities; debts, obligations, and duties of whatever kind or nature existing at the Valuation Effective Time, whether absolute, accrued, contingent, or otherwise, whether known or unknown, whether or not arising in the ordinary course of business, whether or not determinable at the Effective Time excluding Reorganization Expenses (as defined in paragraph 3.13.3(e), and whether or not specifically referred ) borne by the Manager pursuant to hereinparagraph 6. Notwithstanding the foregoing, Target shall use its best efforts the Old Fund will endeavor to discharge all its known liabilities, debts, obligations, and duties before the Effective Time (other than debts, obligations and duties under this Agreement that do not arise until after the Effective Time and certain investment contracts, including, without limitation, options, futures, forward contracts, and swap agreements that do not expire until after the Effective Time). 1.4 If At or before the dividends and/or other distributions Target has paid through Closing, the Effective Time for its current taxable year do not equal or exceed New Fund shall redeem the sum of its (a) “investment company taxable income” (within the meaning of section 852(b)(2)), computed without regard to any deduction for dividends paid, plus (b) “net capital gain” Initial Shares (as defined in section 1222(11)), after reduction by any capital loss carryovers, for that year through that time, then at or as soon as practicable before that time, Target shall declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all of that income and gain for all federal income tax periods ending at or before the Effective Time, and treating its current taxable year as ending at that time, such that Target will have no tax liability under section 852 paragraph 5.8) for the current and any prior tax periods. 1.5 amount at which they are issued pursuant to that paragraph. At the Effective Time (or as soon thereafter as is reasonably practicable), Target the Old Fund shall distribute all the Acquiring Portfolio New Fund Shares it receives pursuant to paragraph 1.1(a1.1 (a) to the Separate Accounts for which Equitable holds Target Shares its shareholders of record determined at the Effective Time (each, a “Shareholder”), in proportion to their Target Old Fund Shares then so held of record and in constructive exchange therefor, and shall completely liquidate (which shall be treated as a complete liquidation of Target for federal tax purposes, within the meaning of section 1.368-2(m)(1)(iv) of the Regulations)liquidate. That distribution shall be accomplished by the New Trust’s transfer agent’s opening accounts on Acquiring Portfoliothe New Fund’s shareholder records in the Shareholders’ names of the Shareholders (except Shareholders in whose names accounts thereon already exist) and transferring those Acquiring Portfolio New Fund Shares to those newly opened and existing accountsthereto. Pursuant to that transfer, each Shareholder’s account shall be credited with the respective pro rata number of full and fractional Acquiring Portfolio New Fund Shares due that Shareholder, by class (i.e., equal to the account for each Shareholder that holds Class IA Target Shares shall be credited with the respective pro rata number of full and fractional Class IA Acquiring Portfolio Old Fund Shares due that Shareholder, Shareholder holds at the account for each Shareholder that holds Class IB Target Shares shall be credited with the respective pro rata number of full and fractional Class IB Acquiring Portfolio Shares due that Shareholder, and the account for each Shareholder that holds Class K Target Shares shall be credited with the respective pro rata number of full and fractional Class K Acquiring Portfolio Shares due that Shareholder)Effective Time. The aggregate NAV net asset value (“NAV”) of Acquiring Portfolio New Fund Shares to be so credited to each Shareholder’s account shall equal the aggregate NAV of the Target Old Fund Shares that Shareholder holds at the Effective Time. All issued and outstanding Target Old Fund Shares, including any represented by certificates, shall simultaneously be canceled on Targetthe Old Fund’s shareholder records. Acquiring Portfolio The New Trust shall not issue certificates representing the Acquiring Portfolio New Fund Shares issued in connection with the Reorganization. 1.5 All computations of value of the Old Fund, including the NAV calculation at the Effective Time, shall be made by Ultimus Fund Solutions, LLC (“Ultimus”) in accordance with its regular practice of pricing the shares and assets of the Old Fund and consistent with valuation procedures set forth in the Old Fund’s currently effective prospectus and statement of additional information. 1.6 Any transfer taxes payable on the issuance and transfer of Acquiring Portfolio the New Fund Shares in a name other than that of the registered holder on Targetthe Old Fund’s shareholder records of the Target Old Fund Shares actually or constructively exchanged therefor shall be paid by the transferee thereof, as a condition of that issuance and transfer. 1.7 After the Effective Time, Target shall not conduct any business except in connection with its termination. As soon as reasonably practicable after distribution of the Acquiring Portfolio Shares pursuant to paragraph 1.5 — as provided there, on making that distribution Target’s liquidation shall be complete for federal tax purposes — but in all events within six months after the Effective Time, (a) Target shall be terminated as a series of the Trust and (b) the Trust shall make all filings and take all other actions in connection therewith necessary and proper to effect that termination. 1.8 Any reporting responsibility of Target the Old Fund to a public authority, including the responsibility for filing any regulatory reports, tax returns, and other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, any federal, state, and local tax authorities, and any other relevant regulatory authority, is and shall remain its the Old Fund’s responsibility up to and including the date on which it is terminated. 1.8 After the Effective Time, the Old Fund shall not conduct any business except in connection with its dissolution and termination. In furtherance As soon as reasonably practicable after distribution of the foregoingNew Fund Shares pursuant to paragraph 1.4, but in all events within six months after the Effective Time, (a) the Old Fund shall be terminated as a series of the Old Trust and (b) the Old Trust shall prepare, make any and all filings and take any and all other actions in connection therewith that may be necessary or shall cause its agents proper to prepare, any federal, state, and local tax returns, required to be filed by it with respect to Targeteffect the Old Fund’s final taxable year ending with its complete liquidation and for any prior periods or taxable years and shall cause those tax returns to be duly filed with the appropriate taxing authoritiesdissolution.

PLAN OF REORGANIZATION AND TERMINATION. 1.1 Subject to the requisite approval of Target’s shareholders and the terms and conditions set forth herein, Target shall assign, sell, convey, transfer, and deliver all of its assets described in paragraph 1.2 (“Assets”) to Acquiring Portfolio. In exchange therefor, Acquiring Portfolio shall — (a) issue and deliver to Target the number of full and fractional (all references herein to “fractional” shares meaning fractions rounded to the eighth decimal place) (1) Class IA A Acquiring Portfolio Shares determined by dividing Target’s net value (computed as set forth in paragraph 2.1) (“Target Value”) attributable to the Class IA Target Shares by the net asset value (computed as set forth in paragraph 2.2) (“NAV”) of a Class IA A Acquiring Portfolio Share, (2) Class IB B Acquiring Portfolio Shares determined by dividing the Target Value attributable to the Class IB Target Shares by the NAV of a Class IB B Acquiring Portfolio Share and (3) Class K Acquiring Portfolio Shares determined by dividing the Target Value attributable to the Class K Target Shares by the NAV of a Class K Acquiring Portfolio Share, and (b) assume all of Target’s liabilities described in paragraph 1.3 (“Liabilities”). Those transactions shall take place at the Closing (as defined in paragraph 3.1). 1.2 The Assets shall consist of all assets and property of every kind and nature — including all cash, cash equivalents, securities, commodities, futures interests, receivables (including interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, goodwill, and books and records — Target owns at the Valuation Time (as defined in paragraph 2.1) and any deferred and prepaid expenses (other than unamortized organizational expenses) shown as assets on Target’s books at that time; and Target has no unamortized or unpaid organizational fees or expenses that have not been previously disclosed in writing to VIP. 1.3 The Liabilities shall consist of all of Target’s liabilities, debts, obligations, and duties of whatever kind or nature existing at the Valuation Time, whether absolute, accrued, contingent, or otherwise, whether known or unknown, whether or not arising in the ordinary course of business, whether or not determinable at the Effective Time (as defined in paragraph 3.1), and whether or not specifically referred to herein. Notwithstanding the foregoing, Target shall use its best efforts to discharge all its known liabilities, debts, obligations, and duties before the Effective Time. 1.4 If the dividends and/or other distributions Target has paid through the Effective Time for its current taxable year do not equal or exceed the sum of its (a) “investment company taxable income” (within the meaning of section 852(b)(2)), computed without regard to any deduction for dividends paid, plus (b) “net capital gain” (as defined in section 1222(11)), after reduction by any capital loss carryovers, for that year through that time, then at or as soon as practicable before that time, Target shall declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all of that income and gain for all federal income tax periods ending at or before the Effective Time, and treating its current taxable year as ending at that time, such that Target will have no tax liability under section 852 for the current and any prior tax periods. 1.5 At the Effective Time (or as soon thereafter as is reasonably practicable), Target shall distribute the Acquiring Portfolio Shares it receives pursuant to paragraph 1.1(a) to the Separate Accounts for which Equitable holds Target Shares of record at the Effective Time (each, a “Shareholder”), in proportion to their Target Shares then so held and in constructive exchange therefor, and shall completely liquidate (which shall be treated as a complete liquidation of Target for federal tax purposes, within the meaning of section 1.368-2(m)(1)(iv) of the Regulations). That distribution shall be accomplished by the TrustVIP’s transfer agent’s opening accounts on Acquiring Portfolio’s shareholder records in the names of the Shareholders (except Shareholders in whose names accounts thereon already exist) and transferring those Acquiring Portfolio Shares to those newly opened and existing accounts. Pursuant to that transfer, each Shareholder’s account shall be credited with the respective pro rata number of full and fractional Acquiring Portfolio Shares due that Shareholder, by class (i.e., the account for each Shareholder that holds Class IA Target Shares shall be credited with the respective pro rata number of full and fractional Class IA A Acquiring Portfolio Shares due that Shareholder, the account for each Shareholder that holds Class IB Target Shares shall be credited with the respective pro rata number of full and fractional Class IB B Acquiring Portfolio Shares due that Shareholder, and the account for each Shareholder that holds Class K Target Shares shall be credited with the respective pro rata number of full and fractional Class K Acquiring Portfolio Shares due that Shareholder). The aggregate NAV of Acquiring Portfolio Shares to be so credited to each Shareholder’s account shall equal the aggregate NAV of the Target Shares that Shareholder holds at the Effective Time. All issued and outstanding Target Shares, including any represented by certificates, shall simultaneously be canceled on Target’s shareholder records. Acquiring Portfolio shall not issue certificates representing the Acquiring Portfolio Shares issued in connection with the Reorganization. 1.6 Any transfer taxes payable on issuance and transfer of Acquiring Portfolio Shares in a name other than that of the registered holder on Target’s shareholder records of the Target Shares actually or constructively exchanged therefor shall be paid by the transferee thereof, as a condition of that issuance and transfer. 1.7 After the Effective Time, Target shall not conduct any business except in connection with its termination. As soon as reasonably practicable after distribution of the Acquiring Portfolio Shares pursuant to paragraph 1.5 — -- as provided there, on making that distribution Target’s liquidation shall be complete for federal tax purposes — -- but in all events within six months after the Effective Time, (a) Target shall be terminated as a series of the Trust EQAT and (b) the Trust EQAT shall make all filings and take all other actions in connection therewith necessary and proper to effect that termination. 1.8 Any reporting responsibility of Target to a public authority, including the responsibility for filing regulatory reports, tax returns, and other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, any federal, state, and local tax authorities, and any other relevant regulatory authority, is and shall remain its responsibility up to and including the date on which it is terminated. In furtherance of the foregoing, after the Effective Time, except as otherwise agreed to by the Trust Investment Companies, EQAT shall prepare, or shall cause its agents to prepare, any federal, state, and local tax returns, required to be filed by it with respect to Target’s final taxable year ending with its complete liquidation and for any prior periods or taxable years and shall cause those tax returns to be duly filed with the appropriate taxing authorities.

PLAN OF REORGANIZATION AND TERMINATION. 1.1 1.1. Subject to the requisite approval of Targetthe Existing Fund’s shareholders and the terms and conditions set forth herein, Target the Existing Fund shall assign, sell, convey, transfer, and deliver all of its assets described in paragraph 1.2 (“Assets”) to Acquiring Portfoliothe New Fund. In exchange therefor, Acquiring Portfolio shall —the New Fund shall: (a) issue and deliver to Target the Existing Fund the number of full and fractional (all references herein to “fractional” shares meaning fractions rounded to the eighth third decimal place) (1) Class IA Acquiring Portfolio Shares determined by dividing Target’s net value (computed as set forth in paragraph 2.1) (“Target Value”) attributable shares equal to the Class IA Target Shares by the net asset value (computed as set forth in paragraph 2.2) (“NAV”) number of a Class IA Acquiring Portfolio Share, (2) Class IB Acquiring Portfolio Shares determined by dividing the Target Value attributable to the Class IB Target Shares by the NAV of a Class IB Acquiring Portfolio Share full and (3) Class K Acquiring Portfolio Shares determined by dividing the Target Value attributable to the Class K Target Shares by the NAV of a Class K Acquiring Portfolio Share, fractional shares then outstanding; and (b) assume all of Targetthe Existing Fund’s known and disclosed liabilities described in paragraph 1.3 (“Liabilities”). Those transactions shall take place at the Closing (as defined in paragraph 3.12.1). 1.2 1.2. The Assets shall consist of all assets and property of every kind and nature — nature, without limitation -- including all cash, cash equivalents, securities, commodities, futures interests, receivables (including interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, goodwilltax carryovers, and books and records — Target – the Existing Fund owns at the Valuation Effective Time (as defined in paragraph 2.1) and any deferred and prepaid expenses (other than unamortized organizational expenses) shown as assets on Targetthe Existing Fund’s books at that time; and the Existing Fund has no unamortized or unpaid organizational fees or expenses that have not previously been disclosed in writing to the New Trust. 1.3 1.3. The Liabilities shall consist of all of Targetthe Existing Fund’s liabilities, whether accrued or contingent, known or unknown, existing at the Valuation Date whether or not they are reflected on the Statement of Assets and Liabilities; debts, obligations, and duties of whatever kind or nature existing at the Valuation Effective Time, whether absolute, accrued, contingent, or otherwise, whether known or unknown, whether or not arising in the ordinary course of business, whether or not determinable at the Effective Time excluding Reorganization Expenses (as defined in paragraph 3.13.3(f)) borne by IMS Capital Management, and whether or not specifically referred Inc. (the “Manager”) pursuant to hereinparagraph 6. Notwithstanding the foregoing, Target shall use its best efforts the Existing Fund will endeavor to discharge all its known liabilities, debts, obligations, and duties before the Effective TimeTime (other than this Agreement and certain investment contracts, including options, futures, forward contracts, and swap agreements). 1.4 If 1.4. At or before the dividends and/or other distributions Target has paid through Closing, the Effective Time for its current taxable year do not equal or exceed New Fund shall redeem the sum of its (a) “investment company taxable income” (within the meaning of section 852(b)(2)), computed without regard to any deduction for dividends paid, plus (b) “net capital gain” Initial Shares (as defined in section 1222(11)), after reduction by any capital loss carryovers, for that year through that time, then at or as soon as practicable before that time, Target shall declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all of that income and gain for all federal income tax periods ending at or before the Effective Time, and treating its current taxable year as ending at that time, such that Target will have no tax liability under section 852 paragraph 5.5) for the current and any prior tax periods. 1.5 amount at which they are issued pursuant to that paragraph. At the Effective Time (or as soon thereafter as is reasonably practicable), Target the Existing Fund shall distribute all the Acquiring Portfolio New Fund Shares it receives pursuant to paragraph 1.1(a1.1 (a) to the Separate Accounts for which Equitable holds Target Shares its shareholders of record determined at the Effective Time (each, a “Shareholder”), in proportion to their Target Existing Fund Shares then so held of record and in constructive exchange therefor, and shall completely liquidate (which shall be treated as a complete liquidation of Target for federal tax purposes, within the meaning of section 1.368-2(m)(1)(iv) of the Regulations)liquidate. That distribution shall be accomplished by the New Trust’s transfer agent’s opening accounts on Acquiring Portfoliothe New Fund’s shareholder records in the Shareholders’ names of the Shareholders (except Shareholders in whose names accounts thereon already exist) and transferring those Acquiring Portfolio New Fund Shares to those newly opened and existing accountsthereto. Pursuant to that transfer, each Shareholder’s account shall be credited with the respective pro rata number of full and fractional Acquiring Portfolio New Fund Shares due that Shareholder, by class (i.e., equal to the account for each Shareholder that holds Class IA Target Shares shall be credited with the respective pro rata number of full and fractional Class IA Acquiring Portfolio Existing Fund Shares due that Shareholder, Shareholder holds at the account for each Shareholder that holds Class IB Target Shares shall be credited with the respective pro rata number of full and fractional Class IB Acquiring Portfolio Shares due that Shareholder, and the account for each Shareholder that holds Class K Target Shares shall be credited with the respective pro rata number of full and fractional Class K Acquiring Portfolio Shares due that Shareholder)Effective Time. The aggregate NAV net asset value (“NAV”) of Acquiring Portfolio New Fund Shares to be so credited to each Shareholder’s account shall equal the aggregate NAV of the Target Existing Fund Shares that Shareholder holds at the Effective Time. All issued and outstanding Target Existing Fund Shares, including any represented by certificates, shall simultaneously be canceled on Targetthe Existing Fund’s shareholder records. Acquiring Portfolio The New Trust shall not issue certificates representing the Acquiring Portfolio New Fund Shares issued in connection with the Reorganization. 1.6 1.5. Any transfer taxes payable on the issuance and transfer of Acquiring Portfolio the New Fund Shares in a name other than that of the registered holder on Targetthe Existing Fund’s shareholder records of the Target Existing Fund Shares actually or constructively exchanged therefor shall be paid by the transferee thereof, as a condition of that issuance and transfer. 1.7 After the Effective Time, Target shall not conduct any business except in connection with its termination1.6. As soon as reasonably practicable after distribution of the Acquiring Portfolio Shares pursuant to paragraph 1.5 — as provided there, on making that distribution Target’s liquidation shall be complete for federal tax purposes — but in all events within six months after the Effective Time, (a) Target shall be terminated as a series of the Trust and (b) the Trust shall make all filings and take all other actions in connection therewith necessary and proper to effect that termination. 1.8 Any reporting responsibility of Target the Existing Fund to a public authority, including the responsibility for filing regulatory reports, tax returns, and other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, any federal, state, and local tax authorities, and any other relevant regulatory authority, is and shall remain its responsibility up to and including the date on which it is terminated. In furtherance of the foregoing, after the Effective Time, the Trust shall prepare, or shall cause its agents to prepare, any federal, state, and local tax returns, required to be filed by it with respect to Target’s final taxable year ending with its complete liquidation and for any prior periods or taxable years and shall cause those tax returns to be duly filed with the appropriate taxing authorities.

PLAN OF REORGANIZATION AND TERMINATION. 1.1 Subject 1.1. Target Fund agrees to the requisite approval of Target’s shareholders and the terms and conditions set forth herein, Target shall assign, sell, convey, transfer, transfer and deliver all of its assets described in paragraph 1.2 (the “Assets”) to Acquiring PortfolioFund. In Acquiring Fund agrees in exchange therefor, Acquiring Portfolio shall —therefore: (a) to issue and deliver to Target Fund the number of full and fractional (all references herein to “fractional” shares meaning fractions rounded to the eighth third decimal place) ): (1i) Institutional Class IA Acquiring Portfolio Shares determined by dividing Target’s the net asset value (“NAV”) of the Target Fund (computed as set forth in paragraph 2.1) (“Target Value”) attributable to the Class IA Institutional-Eligible Target Fund Shares by the net asset value NAV per share of the Institutional Class Acquiring Fund Shares (computed as set forth in paragraph 2.2), and (ii) (“NAV”) of a Retail Class IA Acquiring Portfolio Share, (2) Class IB Acquiring Portfolio Fund Shares determined by dividing the NAV of the Target Value Fund (computed as set forth in paragraph 2.1) attributable to the Class IB Target Fund Shares not designated as Institutional-Eligible Target Fund Shares by the NAV per share of a the Retail Class IB Acquiring Portfolio Share and Fund Shares (3) Class K Acquiring Portfolio Shares determined by dividing the Target Value attributable to the Class K Target Shares by the NAV of a Class K Acquiring Portfolio Sharecomputed as set forth in paragraph 2.2), and (b) to assume all of TargetTarget Fund’s liabilities as described in paragraph 1.3 (the “Liabilities”). Those Such transactions shall take place at the Closing (as defined in paragraph 3.1)) . 1.2 1.2. The Assets shall consist of all assets and property of every kind and nature — including include all cash, cash equivalents, securities, commodities, futures interests, receivables (including securities, interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, goodwillbooks and records, deferred and prepaid expenses shown as assets on Target Fund’s books, and books and records — other property owned by Target owns Fund at the Valuation Effective Time (as defined in paragraph 2.13.1) and any deferred and prepaid expenses (other than unamortized organizational expenses) shown as assets on Target’s books at that time. 1.3 1.3. The Liabilities shall consist of include all of TargetTarget Fund’s liabilities, debts, obligations, obligations and duties of whatever kind or nature existing at the Valuation Timenature, whether absolute, accrued, contingent, contingent or otherwise, whether known or unknown, whether or not arising in the ordinary course of business, whether or not determinable at the Effective Time (as defined in paragraph 3.1)Time, and whether or not specifically referred to hereinin this Agreement. Notwithstanding the foregoing, Target shall Fund agrees to use its best efforts to discharge all of its known liabilities, debts, obligations, and duties Liabilities before the Effective Time. 1.4 If the dividends and/or other distributions Target has paid through 1.4. At or immediately before the Effective Time for Time, Target Fund shall declare and pay to its current taxable year do shareholders a dividend and/or distribution in an amount large enough so that it will have distributed substantially all (and in any event not equal or exceed the sum less than 90%) of its (a) “investment company taxable income” (within as defined in Section 852(b)(2) of the meaning of section 852(b)(2))Code, but computed without regard to any deduction for dividends paid, plus (b) and substantially all of its realized “net capital gain” (as defined in section Section 1222(11)) of the Code), after reduction by any capital loss carryoversif any, for that the current taxable year through that time, then at or as soon as practicable before that time, Target shall declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all of that income and gain for all federal income tax periods ending at or before the Effective Time, and treating its current taxable year as ending at that time, such that Target will have no tax liability under section 852 for the current and any prior tax periods. 1.5 1.5. At the Effective Time (or as soon thereafter as is reasonably practicable), Target Fund shall distribute the Acquiring Portfolio Fund Shares it receives pursuant to paragraph 1.1(a) 1.1 to the Separate Accounts for which Equitable holds Target Shares Fund’s shareholders of record at record, determined as of the Effective Time (each, a “Shareholder” and collectively, the “Shareholders”), in proportion to constructive exchange for their Target Shares then so held and in constructive exchange therefor, and shall completely liquidate (which shall be treated as a complete liquidation of Target for federal tax purposes, within the meaning of section 1.368-2(m)(1)(iv) of the Regulations)Fund Shares. That Such distribution shall be accomplished by the Institutional Trust’s transfer agent’s agent opening accounts on Acquiring PortfolioFund’s shareholder records share transfer books in the Shareholders’ names of the Shareholders (except Shareholders in whose names accounts thereon already exist) and transferring those such Acquiring Portfolio Fund Shares to those newly opened and existing accountsthereto. Pursuant to that transfer, each Each Shareholder’s account shall be credited with the respective pro rata number of full and fractional (rounded to the third decimal place) Acquiring Portfolio Fund Shares due that Shareholder, by class (i.e., the account for each a Shareholder that holds Class IA of Institutional-Eligible Target Fund Shares shall be credited with the respective pro rata number of full and fractional Institutional Class IA Acquiring Portfolio Fund Shares due that Shareholder, and the account for each a Shareholder of Target Fund Shares that holds Class IB are not designated as Institutional-Eligible Target Fund Shares shall be credited with the respective pro rata number of full and fractional Retail Class IB Acquiring Portfolio Shares due that Shareholder, and the account for each Shareholder that holds Class K Target Shares shall be credited with the respective pro rata number of full and fractional Class K Acquiring Portfolio Fund Shares due that Shareholder). The aggregate NAV of Acquiring Portfolio Shares to be so credited to each Shareholder’s account shall equal the aggregate NAV of the Target Shares that Shareholder holds at the Effective Time. All issued and outstanding Target Fund Shares, including any represented by certificates, shall simultaneously be canceled on TargetTarget Fund’s shareholder recordsshare transfer books. Acquiring Portfolio Fund shall not issue any certificates representing the Acquiring Portfolio Fund Shares issued in connection with the Reorganization. 1.6 Any transfer taxes payable on issuance and transfer of Acquiring Portfolio Shares in a name other than that of the registered holder on Target’s shareholder records of the Target Shares actually or constructively exchanged therefor shall be paid by the transferee thereof, as a condition of that issuance and transfer. 1.7 After the Effective Time, Target shall not conduct any business except in connection with its termination1.6. As soon as reasonably practicable after the distribution of the Acquiring Portfolio Fund Shares pursuant to paragraph 1.5 — as provided there1.5, on making that distribution Target’s liquidation shall be complete for federal tax purposes — but in all events within six months after the Effective Time, (a) Target Fund shall be terminated as a series of the Retail Trust and (b) the Trust any further actions shall make all filings and take all other actions be taken in connection therewith necessary and proper to effect that terminationas required by applicable law. 1.8 1.7. Any reporting responsibility of Target Fund to a public authority, including the responsibility for filing regulatory reports, tax returns, and other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, any federal, state, and local tax authorities, and any other relevant regulatory authority, authority is and shall remain its responsibility up to and including the date on which it is terminated. 1.8. In furtherance Any transfer taxes payable upon issuance of Acquiring Fund Shares in a name other than that of the foregoing, after registered holder on Target Fund’s books of the Effective Time, Target Fund Shares constructively exchanged therefore shall be paid by the Trust shall prepare, or shall cause its agents person to prepare, any federal, state, and local tax returns, required whom such Acquiring Fund Shares are to be filed by it with respect to Target’s final taxable year ending with its complete liquidation and for any prior periods or taxable years and shall cause those tax returns to be duly filed with the appropriate taxing authoritiesissued, as a condition of such transfer.

PLAN OF REORGANIZATION AND TERMINATION. 1.1 Subject to the requisite approval of TargetOld Portfolio’s shareholders and the terms and conditions set forth herein, Target Old Portfolio shall assign, sell, convey, transfer, and deliver all of its assets described in paragraph 1.2 (“Assets”) to Acquiring New Portfolio. In exchange therefor, Acquiring New Portfolio shall —shall: (a) issue and deliver to Target Old Portfolio the number of full and fractional (all references herein to “fractional” shares meaning fractions rounded to the eighth decimal place) (1) Class IA Acquiring New Portfolio Shares determined by dividing Target’s net value (computed as set forth in paragraph 2.1) (“Target Value”) attributable equal to the number of full and fractional Class IA Target A Old Portfolio Shares by the net asset value (computed as set forth in paragraph 2.2) (“NAV”) of a Class IA Acquiring Portfolio Sharethen outstanding, (2) Class IB Acquiring New Portfolio Shares determined by dividing the Target Value attributable equal to the number of full and fractional Class IB Target B Old Portfolio Shares by the NAV of a Class IB Acquiring Portfolio Share then outstanding, and (3) Class K Acquiring New Portfolio Shares determined by dividing the Target Value attributable equal to the number of full and fractional Class K Target Old Portfolio Shares by the NAV of a Class K Acquiring Portfolio Sharethen outstanding, and (b) assume all of TargetOld Portfolio’s liabilities described in paragraph 1.3 (“Liabilities”). Those transactions shall take place at the Closing (as defined in paragraph 3.12.1). 1.2 The Assets shall consist of all assets and property of every kind and nature — -- including all cash, cash equivalents, securities, commodities, futures interests, receivables (including interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, goodwill, and books and records — Target Old Portfolio owns at the Valuation Effective Time (as defined in paragraph 2.1) and any deferred and prepaid expenses (other than unamortized organizational expenses) shown as assets on TargetOld Portfolio’s books at that time; and Old Portfolio has no unamortized or unpaid organizational fees or expenses that have not previously been disclosed in writing to EQAT. 1.3 The Liabilities shall consist of all of TargetOld Portfolio’s liabilities, debts, obligations, and duties of whatever kind or nature existing at the Valuation Effective Time, whether absolute, accrued, contingent, or otherwise, whether known or unknown, whether or not arising in the ordinary course of business, whether or not determinable at the Effective Time (as defined in paragraph 3.1)Time, and whether or not specifically referred to herein, except Reorganization Expenses (as defined in paragraph 3.3(f)) borne by the New Portfolios and/or EIM pursuant to paragraph 6. Notwithstanding the foregoing, Target Old Portfolio shall use its best efforts to discharge all its known liabilities, debts, obligations, and duties Liabilities before the Effective Timethat time. 1.4 If At or before the dividends and/or other distributions Target has paid through Closing, New Portfolio shall redeem the Effective Time for its current taxable year do not equal or exceed the sum of its (a) “investment company taxable income” (within the meaning of section 852(b)(2)), computed without regard to any deduction for dividends paid, plus (b) “net capital gain” Initial Shares (as defined in section 1222(11)), after reduction by any capital loss carryovers, for that year through that time, then at or as soon as practicable before that time, Target shall declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all of that income and gain for all federal income tax periods ending at or before the Effective Time, and treating its current taxable year as ending at that time, such that Target will have no tax liability under section 852 paragraph 5.5) for the current and any prior tax periods. 1.5 amount at which they are issued pursuant to that paragraph. At the Effective Time (or as soon thereafter as is reasonably practicable), Target Old Portfolio shall distribute the Acquiring New Portfolio Shares it receives pursuant to paragraph 1.1(a) to the Separate Accounts separate accounts for which Equitable holds Target Shares Old Portfolio Shares, and Other Shareholders, of record at the Effective Time (each, a “Shareholder”), in proportion to their Target Old Portfolio Shares then so held and in constructive exchange therefor, and shall completely liquidate (which shall be treated as a complete liquidation of Target for federal tax purposes, within the meaning of section 1.368-2(m)(1)(iv) of the Regulations)liquidate. That distribution shall be accomplished by the TrustXXXX’s transfer agent’s opening accounts on Acquiring New Portfolio’s shareholder records in the Shareholders’ names of the Shareholders (except Shareholders in whose names accounts thereon already exist) and transferring those Acquiring New Portfolio Shares to those newly opened and existing accountsthereto. Pursuant to that transfer, each Shareholder’s account shall be credited with the respective pro rata number of full and fractional Acquiring New Portfolio Shares due equal to the number of full and fractional Old Portfolio Shares that ShareholderShareholder holds at the Effective Time, by class (i.e., the account for each Shareholder that holds Class IA Target A Old Portfolio Shares shall be credited with the respective pro rata number of full and fractional Class IA Acquiring New Portfolio Shares due that Shareholder, the account for each Shareholder that holds Class IB Target B Old Portfolio Shares shall be credited with the respective pro rata number of full and fractional Class IB Acquiring New Portfolio Shares due that Shareholder, and the account for each Shareholder that holds Class K Target Old Portfolio Shares shall be credited with the respective pro rata number of full and fractional Class K Acquiring New Portfolio Shares due that Shareholder). The aggregate NAV net asset value (“NAV”) of Acquiring New Portfolio Shares of each class to be so credited to each Shareholder’s account shall equal the aggregate NAV of the Target Old Portfolio Shares of the corresponding class that Shareholder holds at the Effective Time. All issued and outstanding Target Old Portfolio Shares, including any represented by certificates, shall simultaneously be canceled on TargetOld Portfolio’s shareholder records. Acquiring Portfolio EQAT shall not issue certificates representing the Acquiring New Portfolio Shares issued in connection with the Reorganization. 1.6 1.5 Any transfer taxes payable on issuance and transfer of Acquiring New Portfolio Shares in a name other than that of the registered holder on TargetOld Portfolio’s shareholder records of the Target Old Portfolio Shares actually or constructively exchanged therefor shall be paid by the transferee thereof, as a condition of that issuance and transfer. 1.7 After the Effective Time, Target shall not conduct any business except in connection with its termination. As soon as reasonably practicable after distribution of the Acquiring Portfolio Shares pursuant to paragraph 1.5 — as provided there, on making that distribution Target’s liquidation shall be complete for federal tax purposes — but in all events within six months after the Effective Time, (a) Target shall be terminated as a series of the Trust and (b) the Trust shall make all filings and take all other actions in connection therewith necessary and proper to effect that termination. 1.8 Any reporting responsibility of Target to a public authority, including the responsibility for filing regulatory reports, tax returns, and other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, any federal, state, and local tax authorities, and any other relevant regulatory authority, is and shall remain its responsibility up to and including the date on which it is terminated. In furtherance of the foregoing, after the Effective Time, the Trust shall prepare, or shall cause its agents to prepare, any federal, state, and local tax returns, required to be filed by it with respect to Target’s final taxable year ending with its complete liquidation and for any prior periods or taxable years and shall cause those tax returns to be duly filed with the appropriate taxing authorities.

PLAN OF REORGANIZATION AND TERMINATION. 1.1 1.1. Subject to the requisite approval of TargetAcquired Fund’s shareholders and the terms and conditions set forth herein, Target Acquired Fund shall assign, sell, convey, transfer, and deliver all of its assets described in paragraph 1.2 (“Assets”) to Acquiring PortfolioFund. In exchange therefor, Acquiring Portfolio Fund shall —-- (a) issue and deliver to Target Acquired Fund the number of full and fractional (all references herein to “fractional” shares meaning fractions rounded to the eighth decimal place) (1) Class IA A Acquiring Portfolio Shares determined by dividing Target’s net value (computed as set forth in paragraph 2.1) (“Target Value”) attributable to the Class IA Target Shares by the net asset value (computed as set forth in paragraph 2.2) (“NAV”) of a Class IA Acquiring Portfolio Share, (2) Class IB Acquiring Portfolio Fund Shares determined by dividing the Target Acquired Fund Value attributable (determined pursuant to the Class IB Target Shares paragraph 2.1) by the NAV of a Class IB A Acquiring Portfolio Share and (3) Class K Acquiring Portfolio Shares determined by dividing the Target Value attributable to the Class K Target Shares by the NAV of a Class K Acquiring Portfolio Fund Share, and (b) assume all of TargetAcquired Fund’s liabilities described in paragraph 1.3 (“Liabilities”). Those transactions shall take place at the Closing (as defined in paragraph 3.1). 1.2 1.2. The Assets shall consist of all assets and property of every kind and nature — ‑‑ including all cash, cash equivalents, securities, commodities, futures interests, receivables (including interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, goodwill, and books and records — Target ‑‑ Acquired Fund owns at the Valuation Time (as defined in paragraph 2.1) and any deferred and prepaid expenses (other than unamortized organizational expenses) shown as assets on TargetAcquired Fund’s books at that time; and Acquired Fund has no unamortized or unpaid organizational fees or expenses that have not previously been disclosed in writing to the Acquiring Investment Company. 1.3 1.3. The Liabilities shall consist of all of TargetAcquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature existing at the Valuation Time, whether absolute, accrued, contingent, or otherwise, whether known or unknown, whether or not arising in the ordinary course of business, whether or not determinable at the Effective Time (as defined in paragraph 3.1), and whether or not specifically referred to herein. Notwithstanding the foregoing, Target Acquired Fund shall use its best efforts to discharge all its known liabilities, debts, obligations, and duties before the Effective Time. 1.4 1.4. If the dividends and/or other distributions Target Acquired Fund has paid through the Effective Time for its current taxable year do not equal or exceed the sum of its (a) “investment company taxable income” (within the meaning of section 852(b)(2)), computed without regard to any deduction for dividends paid, plus (b) “net capital gain” (as defined in section 1222(11)), after reduction by any capital loss carryovers, for that year through that timetime (including any such gain realized and recognized pursuant to the transactions comprising the Reorganization), then at or as soon as practicable before that time, Target Acquired Fund shall declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all of that income and gain ‑‑ and in no event less than the sum of 98% of its “ordinary income” plus 98.2% of its “capital gain net income,” as those terms are defined in section 4982(e)(1) and (2), respectively ‑‑ for all federal income and excise tax periods ending at or before the Effective Time, and treating its current taxable year as ending at that time, such that Target Acquired Fund will have no tax liability under section sections 852 or 4982 for the current and any prior tax periods. 1.5 1.5. At the Effective Time (or as soon thereafter as is reasonably practicable), Target Acquired Fund shall distribute the Acquiring Portfolio Fund Shares it receives pursuant to paragraph 1.1(a1.1 (a) to the Separate Accounts for which Equitable holds Target Shares Acquired Fund shareholders of record at the Effective Time (each, a “Shareholder”), in proportion to their Target Acquired Fund Shares then so held and in constructive exchange therefor, and shall completely liquidate (which shall be treated as a complete liquidation of Target Acquired Fund for federal tax purposes, within the meaning of section 1.368-2(m)(1)(iv) of the Regulations). That distribution shall be accomplished by the TrustAcquiring Investment Company’s transfer agent’s opening accounts on Acquiring PortfolioFund’s shareholder records in the names of the Shareholders (except Shareholders in whose names accounts thereon already exist) and transferring those Acquiring Portfolio Fund Shares to those newly opened and existing accounts. Pursuant to that transfer, each Shareholder’s account shall be credited with the respective pro rata number of full and fractional Class A Acquiring Portfolio Fund Shares due that Shareholder, by class (i.e., the account for each Shareholder that holds Class IA Target Shares shall be credited with the respective pro rata number of full and fractional Class IA Acquiring Portfolio Shares due that Shareholder, the account for each Shareholder that holds Class IB Target Shares shall be credited with the respective pro rata number of full and fractional Class IB Acquiring Portfolio Shares due that Shareholder, and the account for each Shareholder that holds Class K Target Shares shall be credited with the respective pro rata number of full and fractional Class K Acquiring Portfolio Shares due that Shareholder). The aggregate NAV of Class A Acquiring Portfolio Fund Shares to be so credited to each Shareholder’s account shall equal the aggregate NAV of the Target Acquired Fund Shares that Shareholder holds at the Effective Time. All issued and outstanding Target Acquired Fund Shares, including any represented by certificates, shall simultaneously be canceled on TargetAcquired Fund’s shareholder records. The Acquiring Portfolio Investment Company shall not issue certificates representing the Acquiring Portfolio Fund Shares issued in connection with the Reorganization. 1.6 1.6. Any transfer taxes payable on issuance and transfer of Acquiring Portfolio Fund Shares in a name other than that of the registered holder on TargetAcquired Fund’s shareholder records of the Target Acquired Fund Shares actually or constructively exchanged therefor shall be paid by the transferee thereof, as a condition of that issuance and transfer. 1.7 1.7. After the Effective Time, Target Acquired Fund shall not conduct any business except in connection with its termination. As soon as reasonably practicable after distribution of the Acquiring Portfolio Fund Shares pursuant to paragraph 1.5 — -- as provided there, on making that distribution TargetAcquired Fund’s liquidation shall be complete for federal tax purposes — but in all events within six months after the Effective Time, -- (a) Target Acquired Fund shall be terminated as a series of the Trust and (b) the Trust Acquired Fund shall make all filings and take all other actions in connection therewith necessary and proper to effect that termination. 1.8 1.8. Any reporting responsibility of Target Acquired Fund to a public authority, including the responsibility for filing regulatory reports, tax returns, and other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, any federal, state, and local tax authorities, and any other relevant regulatory authority, is and shall remain its responsibility up to and including the date on which it is terminated. In furtherance of the foregoing, after the Effective Time, except as otherwise agreed to by the Trust Investment Companies, Acquired Fund shall prepare, or shall cause its agents to prepare, any federal, state, and local tax returns, returns required to be filed by it with respect to TargetAcquired Fund’s final taxable year ending with its complete liquidation and for any prior periods or taxable years and shall cause those tax returns to be duly filed with the appropriate taxing authorities.

PLAN OF REORGANIZATION AND TERMINATION. 1.1 Subject to the requisite approval approvals of TargetExisting Fund’s shareholders and others and the terms and conditions set forth herein, Target Existing Fund shall assign, sell, convey, transfer, and deliver all of its assets described in paragraph 1.2 (“Assets”) to Acquiring PortfolioNew Fund. In exchange therefor, Acquiring Portfolio shall —New Fund shall: (a) issue and deliver to Target Existing Fund the number of full and fractional (all references herein to “fractional” shares meaning fractions rounded to the eighth third decimal place) (1) New Fund Class IA Acquiring Portfolio A Shares determined by dividing Target’s net value (computed as set forth in paragraph 2.1) (“Target Value”) attributable equal to the number of full and fractional Existing Fund Investor Class IA Target Shares by the net asset value (computed as set forth in paragraph 2.2) (“NAV”) of a Class IA Acquiring Portfolio Share, then outstanding and (2) New Fund Class IB Acquiring Portfolio I Shares determined by dividing the Target Value attributable equal to the number of full and fractional Existing Fund Institutional Class IB Target Shares by the NAV of a Class IB Acquiring Portfolio Share and (3) Class K Acquiring Portfolio Shares determined by dividing the Target Value attributable to the Class K Target Shares by the NAV of a Class K Acquiring Portfolio Share, then outstanding; and (b) assume all of TargetExisting Fund’s liabilities described in paragraph 1.3 (“Liabilities”). Those transactions shall take place at the Closing (as defined in paragraph 3.12.1). 1.2 The Assets shall consist of all assets and property of every kind and nature — -- including all cash, cash equivalents, securities, commodities, futures interests, receivables (including interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, goodwill, and books and records — Target -- Existing Fund owns at the Valuation Effective Time (as defined in paragraph 2.1) and any deferred and prepaid expenses (other than unamortized organizational expenses) shown as assets on TargetExisting Fund’s books at that time. 1.3 The Liabilities shall consist of all of TargetExisting Fund’s liabilities, debts, obligations, and duties of whatever kind or and nature existing at the Valuation Effective Time, whether absolute, accrued, contingent, or otherwise, whether known or unknown, accrued or contingent, and whether or not arising in the ordinary course of business, whether or not determinable at as of the Effective Time Time, or specifically referred to herein, excluding Reorganization Expenses (as defined in paragraph 3.13.3(f), ) borne by the Advisor and whether or not specifically referred Exceed pursuant to herein. Notwithstanding the foregoing, Target shall use its best efforts to discharge all its known liabilities, debts, obligations, and duties before the Effective Timeparagraph 6). 1.4 If At or before the dividends and/or other distributions Target has paid through Closing, New Fund shall redeem the Effective Time for its current taxable year do not equal or exceed the sum of its (a) “investment company taxable income” (within the meaning of section 852(b)(2)), computed without regard to any deduction for dividends paid, plus (b) “net capital gain” Initial Shares (as defined in section 1222(11)), after reduction by any capital loss carryovers, for that year through that time, then at or as soon as practicable before that time, Target shall declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all of that income and gain for all federal income tax periods ending at or before the Effective Time, and treating its current taxable year as ending at that time, such that Target will have no tax liability under section 852 paragraph 5.5) for the current and any prior tax periods. 1.5 price at which they are issued pursuant to that paragraph. At the Effective Time (or as soon thereafter as is reasonably practicable), Target the Existing Fund shall distribute the Acquiring Portfolio New Fund Shares it receives pursuant to paragraph 1.1(a1.1 (a) to the Separate Accounts for which Equitable holds Target Shares its shareholders of record determined at the Effective Time (each, a “Shareholder”), in proportion to their Target Existing Fund Shares then so held of record and in constructive exchange therefor, and shall will completely liquidate (which shall be treated as a complete liquidation of Target the Existing Fund for federal tax purposes, within the meaning of section 1.368-2(m)(1)(iv) of the Regulations). That distribution shall be accomplished by the Trust’s transfer agent’s agent opening accounts on Acquiring PortfolioNew Fund’s shareholder records in the names of the Shareholders (except Shareholders in whose names accounts thereon already exist) and transferring those Acquiring Portfolio New Fund Shares to those newly opened and existing accounts. Pursuant to that transfer, each Shareholder’s account shall be credited with the respective pro rata number of full and fractional Acquiring Portfolio New Fund Shares due equal to the number of full and fractional Existing Fund Shares that ShareholderShareholder holds as of the Effective Time , by class (i.e., the account for each Shareholder that holds Existing Fund Investor Class IA Target Shares shall be credited with the respective pro rata number of full and fractional New Fund Class IA Acquiring Portfolio Shares due that Shareholder, the account for each Shareholder that holds Class IB Target Shares shall be credited with the respective pro rata number of full and fractional Class IB Acquiring Portfolio A Shares due that Shareholder, and the account for each Shareholder that holds Existing Fund Institutional Class K Target Shares shall be credited with the respective pro rata number of full and fractional New Fund Class K Acquiring Portfolio I Fund Shares due that Shareholder). The aggregate NAV net asset value (“NAV”) of Acquiring Portfolio New Fund Shares to be so credited to each Shareholder’s account shall equal the aggregate NAV of the Target Existing Fund Shares that Shareholder holds owned at the Effective Time. All issued and outstanding Target Shares, including any represented by certificates, shall simultaneously be canceled on Target’s shareholder records. Acquiring Portfolio shall not issue certificates representing the Acquiring Portfolio Shares issued in connection with the Reorganization. 1.6 1.5 Any transfer taxes payable on the issuance and transfer of Acquiring Portfolio New Fund Shares in a name other than that of the registered holder on TargetExisting Fund’s shareholder records of the Target Existing Fund Shares actually or constructively exchanged therefor shall be paid by the transferee thereof, as a condition of that issuance and transfer. 1.7 After the Effective Time, Target shall not conduct any business except in connection with its termination. As soon as reasonably practicable after distribution of the Acquiring Portfolio Shares pursuant to paragraph 1.5 — as provided there, on making that distribution Target’s liquidation shall be complete for federal tax purposes — but in all events within six months after the Effective Time, (a) Target shall be terminated as a series of the Trust and (b) the Trust shall make all filings and take all other actions in connection therewith necessary and proper to effect that termination. 1.8 Any reporting responsibility of Target Existing Fund to a public authority, including the responsibility for filing regulatory reports, tax returns, and other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, any federal, state, and local tax authorities, and any other relevant regulatory authority, is and shall remain its responsibility up to and including the date on which it is terminated. In furtherance , except that New Fund shall be responsible for preparing and filing any Form N-Q or Form N-CSR (including the annual report to shareholders) if the fiscal period relating to such form ended prior to the Effective Time, but as of the foregoingEffective Time such form has not yet been filed. 1.8 After the Effective Time, Existing Fund shall not conduct any business except in connection with its dissolution and termination. As soon as reasonably practicable after distribution of the New Fund Shares pursuant to paragraph 1.4, but in all events within six months after the Effective Time, (a) Existing Fund shall be terminated as a series of the Trust and (b) the Trust shall prepare, or shall cause its agents make all filings and take all other actions in connection therewith necessary and proper to prepare, any federal, state, and local tax returns, required to be filed by it with respect to Targeteffect Existing Fund’s final taxable year ending with its complete liquidation and for any prior periods or taxable years and shall cause those tax returns to be duly filed with the appropriate taxing authoritiesdissolution.

PLAN OF REORGANIZATION AND TERMINATION. 1.1 Subject to the requisite approval of Target’s shareholders and the terms and conditions set forth herein, Target shall assign, sell, convey, transfer, and deliver all of its assets described in paragraph 1.2 (“Assets”) to Acquiring Portfolio. In exchange therefor, Acquiring Portfolio shall — (a) issue and deliver to Target the number of full and fractional (all references herein to “fractional” shares meaning fractions rounded to the eighth decimal place) (1) Class IA A Acquiring Portfolio Shares determined by dividing Target’s net value (computed as set forth in paragraph 2.1) (“Target Value”) attributable to the Class IA Target Shares by the net asset value (computed as set forth in paragraph 2.2) (“NAV”) of a Class IA A Acquiring Portfolio Share, (2) Class IB B Acquiring Portfolio Shares determined by dividing the Target Value attributable to the Class IB Target Shares by the NAV of a Class IB B Acquiring Portfolio Share and (3) Class K Acquiring Portfolio Shares determined by dividing the Target Value attributable to the Class K Target Shares by the NAV of a Class K Acquiring Portfolio Share, and (b) assume all of Target’s liabilities described in paragraph 1.3 (“Liabilities”). Those transactions shall take place at the Closing (as defined in paragraph 3.1). 1.2 The Assets shall consist of all assets and property of every kind and nature — - including all cash, cash equivalents, securities, commodities, futures interests, receivables (including interest and dividends receivable), claims and rights of action, rights to register shares under applicable securities laws, goodwill, and books and records — Target owns at the Valuation Time (as defined in paragraph 2.1) and any deferred and prepaid expenses (other than unamortized organizational expenses) shown as assets on Target’s books at that time; and Target has no unamortized or unpaid organizational fees or expenses that have not been previously disclosed in writing to VIP. 1.3 The Liabilities shall consist of all of Target’s liabilities, debts, obligations, and duties of whatever kind or nature existing at the Valuation Time, whether absolute, accrued, contingent, or otherwise, whether known or unknown, whether or not arising in the ordinary course of business, whether or not determinable at the Effective Time (as defined in paragraph 3.1), and whether or not specifically referred to herein. Notwithstanding the foregoing, Target shall use its best efforts to discharge all its known liabilities, debts, obligations, and duties before the Effective Time. 1.4 If the dividends and/or other distributions Target has paid through the Effective Time for its current taxable year do not equal or exceed the sum of its (a) “investment company taxable income” (within the meaning of section 852(b)(2)), computed without regard to any deduction for dividends paid, plus (b) “net capital gain” (as defined in section 1222(11)), after reduction by any capital loss carryovers, for that year through that time, then at or as soon as practicable before that time, Target shall declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all of that income and gain for all federal income tax periods ending at or before the Effective Time, and treating its current taxable year as ending at that time, such that Target will have no tax liability under section 852 for the current and any prior tax periods. 1.5 At the Effective Time (or as soon thereafter as is reasonably practicable), Target shall distribute the Acquiring Portfolio Shares it receives pursuant to paragraph 1.1(a) to the Separate Accounts for which Equitable holds Target Shares of record at the Effective Time (each, a “Shareholder”), in proportion to their Target Shares then so held and in constructive exchange therefor, and shall completely liquidate (which shall be treated as a complete liquidation of Target for federal tax purposes, within the meaning of section 1.368-2(m)(1)(iv) of the Regulations). That distribution shall be accomplished by the TrustVIP’s transfer agent’s opening accounts on Acquiring Portfolio’s shareholder records in the names of the Shareholders (except Shareholders in whose names accounts thereon already exist) and transferring those Acquiring Portfolio Shares to those newly opened and existing accounts. Pursuant to that transfer, each Shareholder’s account shall be credited with the respective pro rata number of full and fractional Acquiring Portfolio Shares due that Shareholder, by class (i.e., the account for each Shareholder that holds Class IA Target Shares shall be credited with the respective pro rata number of full and fractional Class IA A Acquiring Portfolio Shares due that Shareholder, the account for each Shareholder that holds Class IB Target Shares shall be credited with the respective pro rata number of full and fractional Class IB B Acquiring Portfolio Shares due that Shareholder, and the account for each Shareholder that holds Class K Target Shares shall be credited with the respective pro rata number of full and fractional Class K Acquiring Portfolio Shares due that Shareholder). The aggregate NAV of Acquiring Portfolio Shares to be so credited to each Shareholder’s account shall equal the aggregate NAV of the Target Shares that Shareholder holds at the Effective Time. All issued and outstanding Target Shares, including any represented by certificates, shall simultaneously be canceled on Target’s shareholder records. Acquiring Portfolio shall not issue certificates representing the Acquiring Portfolio Shares issued in connection with the Reorganization. 1.6 Any transfer taxes payable on issuance and transfer of Acquiring Portfolio Shares in a name other than that of the registered holder on Target’s shareholder records of the Target Shares actually or constructively exchanged therefor shall be paid by the transferee thereof, as a condition of that issuance and transfer. 1.7 After the Effective Time, Target shall not conduct any business except in connection with its termination. As soon as reasonably practicable after distribution of the Acquiring Portfolio Shares pursuant to paragraph 1.5 — - as provided there, on making that distribution Target’s liquidation shall be complete for federal tax purposes — but in all events within six months after the Effective Time, (a) Target shall be terminated as a series of the Trust EQAT and (b) the Trust EQAT shall make all filings and take all other actions in connection therewith necessary and proper to effect that termination. 1.8 Any reporting responsibility of Target to a public authority, including the responsibility for filing regulatory reports, tax returns, and other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, any federal, state, and local tax authorities, and any other relevant regulatory authority, is and shall remain its responsibility up to and including the date on which it is terminated. In furtherance of the foregoing, after the Effective Time, except as otherwise agreed to by the Trust Investment Companies, EQAT shall prepare, or shall cause its agents to prepare, any federal, state, and local tax returns, required to be filed by it with respect to Target’s final taxable year ending with its complete liquidation and for any prior periods or taxable years and shall cause those tax returns to be duly filed with the appropriate taxing authorities.