Common use of PLAN OF REORGANIZATION AND TERMINATION Clause in Contracts

PLAN OF REORGANIZATION AND TERMINATION. 1.1. Target shall assign, sell, convey, transfer, and deliver all of its assets described in paragraph 1.2 (“Assets”) to Acquiring Fund. In exchange therefor, Acquiring Fund shall -- (a) issue and deliver to Target the number of full and fractional (rounded to the third decimal place) (1) Class A Acquiring Fund Shares determined by dividing Target’s net value (computed as set forth in paragraph 2.1) (“Target Value”) attributable to the Class A Target Shares by the net asset value (“NAV”) of a Class A Acquiring Fund Share (computed as set forth in paragraph 2.2), (2) Class C Acquiring Fund Shares determined by dividing the Target Value attributable to the Class C Target Shares by the NAV of a Class C Acquiring Fund Share (as so computed), (3) Class I Acquiring Fund Shares determined by dividing the Target Value attributable to the Class I Target Shares by the NAV of a Class I Acquiring Fund 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”). Such transactions shall take place at the Closing (as defined in paragraph 3.1). 1.2. The Assets shall consist of all assets and property -- 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, books and records, and deferred and prepaid expenses shown as assets on Target’s books -- Target owns at the Valuation Time (as defined in paragraph 2.1). 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 that time, and whether or not specifically referred to in 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 agrees to use its best efforts to discharge all its known liabilities, debts, obligations, and duties before the Effective Time (as defined in paragraph 3.1). 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 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 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 sections 852 or 4982 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 Fund Shares it receives pursuant to paragraph 1.1 (a) to its shareholders of record determined at the Effective Time (each a “Shareholder”), in proportion to their Target Shares then held of record and in constructive exchange therefor, and will completely liquidate. That distribution shall be accomplished by Acquiring Fund’s transfer agent’s opening accounts on Acquiring Fund’s share transfer books in the names of the Shareholders, except Shareholders in whose names accounts thereon already exist, and crediting each Shareholder’s newly opened or pre-existing account with the respective pro rata number of full and fractional (rounded to the third decimal place) Acquiring Fund Shares due that Shareholder, by class (i.e., the account for each Shareholder that holds Class A Target Shares shall be credited with the respective pro rata number of Class A Acquiring Shares due that Shareholder, the account for each Shareholder that holds Class C Target Shares shall be credited with the respective pro rata number of Class C Acquiring Fund Shares due that Shareholder, and so on). The aggregate NAV of Acquiring Fund Shares to be so credited to each Shareholder’s account shall equal the aggregate NAV of the Target Shares such Shareholder owned at the Effective Time. All issued and outstanding Target Shares, including any represented by certificates, shall simultaneously be canceled on Target’s share transfer books. Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares issued in connection with the Reorganization. 1.6. 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 one year after the Effective Time -- and any further actions shall be taken in connection therewith as required by applicable law. 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. Any transfer taxes payable on issuance of Acquiring Fund Shares in a name other than that of the registered holder on Target’s share transfer books of the Target Shares actually or constructively exchanged therefor shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

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 FundPortfolio. In exchange therefor, Acquiring Fund Portfolio shall -- (a) issue and deliver to Target the number of full and fractional (rounded to the third decimal place)— (1) in the case of each Reorganization involving an Acquiring Portfolio that is a series of EQAT (i.e., the Reorganization involving the Portfolios listed on the first three lines of Schedule A) (each, an “EQAT Reorganization”), (i) Class A IB Acquiring Fund Portfolio Shares determined by dividing Target’s net value (computed as set forth in paragraph 2.1) (“Target Value”) attributable to the Class A IB Target Shares by the net asset value (computed as set forth in paragraph 2.2) (“NAV”) of a Class A IB Acquiring Fund Share Portfolio Share, and (computed as set forth in paragraph 2.2)ii) Class K Acquiring Portfolio Shares determined by dividing the Target Value attributable to Class K Target Shares, if any, by the NAV of a Class K Acquiring Portfolio Share, and (2) in the case of the Reorganization involving the Acquiring Portfolio that is a series of VIP (i.e., the Reorganization involving the Portfolios listed on the last line of Schedule A) (the “VIP Reorganization”), Class C B Acquiring Fund Portfolio Shares determined by dividing the Target Value attributable to the Class C IB Target Shares by the NAV of a Class C B Acquiring Fund Share (as so computed)Portfolio Share, (3) Class I Acquiring Fund Shares determined by dividing the Target Value attributable to the Class I Target Shares by the NAV of a Class I Acquiring Fund 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”). Such 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, and deferred and prepaid expenses shown as assets on Target’s books -- records — Target owns at the Valuation Time (as defined in paragraph 2.1)) and any deferred and prepaid expenses shown as assets on Target’s books at that time; and Target has no unamortized or unpaid organizational fees or expenses that, in the case of the VIP Reorganization, have not previously been disclosed in writing to the Acquiring Investment Company. 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 that timethe Effective Time (as defined in paragraph 3.1), and whether or not specifically referred to in this Agreementherein, except for Target’s Reorganization Expenses (as defined in paragraph 4.3.9) that are expenses borne by Advisor another Target pursuant to paragraph 7.2. Notwithstanding the foregoing, Target agrees to shall use its best efforts to discharge all its known liabilities, debts, obligations, and duties before the Effective Time (as defined in paragraph 3.1)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 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 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 such 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 such 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 will have no tax liability under sections 852 or 4982 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 Fund Portfolio Shares it receives pursuant to paragraph 1.1 (a1.1(a) to its shareholders the Separate Accounts for which Equitable holds Target Shares 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 will shall completely liquidateliquidate (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 Acquiring FundInvestment Company’s transfer agent’s opening accounts on Acquiring FundPortfolio’s share transfer books shareholder records 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, and 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 Fund Portfolio Shares due that Shareholder, by class (i.e., the account for each Shareholder that holds Class A IB Target Shares shall be credited with the respective pro rata number of full and fractional Class A IB or Class B Acquiring Shares Portfolio Shares, as applicable, due that Shareholder, and the account for each Shareholder that holds Class C K Target Shares shall be credited with the respective pro rata number of full and fractional Class C K Acquiring Fund Portfolio Shares due that Shareholder, and so on). The aggregate NAV of Acquiring Fund Portfolio Shares of each class to be so credited to each Shareholder’s account shall equal the aggregate NAV of the Target Shares such of the corresponding class that Shareholder owned holds at the Effective Time. All issued and outstanding Target Shares, including any represented by certificates, shall simultaneously be canceled on Target’s share transfer booksshareholder records. The Acquiring Fund Investment Company shall not issue certificates representing the Acquiring Fund 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 Fund Portfolio Shares pursuant to paragraph 1.51.5 — as provided there, all actions required to terminate on making that distribution Target’s liquidation shall be complete for federal tax purposes — (a) Target shall be terminated as a series of Trust EQAT and (b) EQAT shall be taken -- make all filings and in take all events Target shall have been terminated as such within one year after the Effective Time -- and any further other actions shall be taken in connection therewith as required by applicable lawnecessary and proper to effect that termination. 1.71.8. 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. 1.8. Any transfer taxes payable on issuance of Acquiring Fund Shares in a name other than that In furtherance of the registered holder on foregoing, after the Effective Time, except as otherwise agreed to by the 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 share transfer books of the Target Shares actually final taxable year ending with its complete liquidation and for any prior periods or constructively exchanged therefor taxable years and shall be paid by the person to whom such Acquiring Fund Shares are cause those tax returns to be issued, as a condition of such transferduly 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 FundPortfolio. In exchange therefor, Acquiring Fund 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 third eighth decimal place) (1) Class A IA Acquiring Fund Portfolio Shares determined by dividing Target’s net value (computed as set forth in paragraph 2.1) (“Target Value”) attributable to the Class A IA Target Shares by the net asset value (computed as set forth in paragraph 2.2) (“NAV”) of a Class A IA Acquiring Fund Share (computed as set forth in paragraph 2.2)Portfolio Share, (2) Class C IB Acquiring Fund Portfolio Shares determined by dividing the Target Value attributable to the Class C IB Target Shares by the NAV of a Class C IB Acquiring Fund Portfolio Share (as so computed), and (3) Class I K Acquiring Fund Portfolio Shares determined by dividing the Target Value attributable to the Class I K Target Shares by the NAV of a Class I K Acquiring Fund Share (as so computed)Portfolio Share, (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”). Such 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, and deferred and prepaid expenses shown as assets on Target’s books -- 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 that timethe Effective Time (as defined in paragraph 3.1), and whether or not specifically referred to in this Agreement, except for Target’s Reorganization Expenses (as defined in paragraph 4.3.9) that are borne by Advisor pursuant to paragraph 7.2herein. Notwithstanding the foregoing, Target agrees to shall use its best efforts to discharge all its known liabilities, debts, obligations, and duties before the Effective Time (as defined in paragraph 3.1)Time. 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 such 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 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 sections section 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 Fund Portfolio Shares it receives pursuant to paragraph 1.1 (a1.1(a) to its shareholders the Separate Accounts for which Equitable holds Target Shares 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 will shall completely liquidateliquidate (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 Acquiring Fundthe Trust’s transfer agent’s opening accounts on Acquiring FundPortfolio’s share transfer books shareholder records 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, and 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 Fund Portfolio Shares due that Shareholder, by class (i.e., the account for each Shareholder that holds Class A IA Target Shares shall be credited with the respective pro rata number of full and fractional Class A IA Acquiring Portfolio Shares due that Shareholder, the account for each Shareholder that holds Class C IB Target Shares shall be credited with the respective pro rata number of full and fractional Class C IB Acquiring Fund Portfolio Shares due that Shareholder, and so onthe 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 Fund Portfolio Shares to be so credited to each Shareholder’s account shall equal the aggregate NAV of the Target Shares such that Shareholder owned holds at the Effective Time. All issued and outstanding Target Shares, including any represented by certificates, shall simultaneously be canceled on Target’s share transfer booksshareholder records. Acquiring Fund Portfolio shall not issue certificates representing the Acquiring Fund Portfolio Shares issued in connection with the Reorganization. 1.61.6 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 Fund Portfolio Shares pursuant to paragraph 1.51.5 — as provided there, on making that distribution Target’s liquidation shall be complete for federal tax purposes — but in all actions required to terminate events within six months after the Effective Time, (a) Target shall be terminated as a series of the Trust and (b) the Trust shall be taken -- make all filings and in take all events Target shall have been terminated as such within one year after the Effective Time -- and any further other actions shall be taken in connection therewith as required by applicable lawnecessary and proper to effect that termination. 1.7. 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. 1.8. Any transfer taxes payable on issuance of Acquiring Fund Shares in a name other than that In furtherance of the registered holder on 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 share transfer books of the Target Shares actually final taxable year ending with its complete liquidation and for any prior periods or constructively exchanged therefor taxable years and shall be paid by the person to whom such Acquiring Fund Shares are cause those tax returns to be issued, as a condition of such transferduly 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 FundPortfolio. In exchange therefor, Acquiring Fund 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 third eighth decimal place) (1) Class A Acquiring Fund Portfolio Shares determined by dividing Target’s net value (computed as set forth in paragraph 2.1) (“Target Value”) attributable to the Class A IA Target Shares by the net asset value (computed as set forth in paragraph 2.2) (“NAV”) of a Class A Acquiring Fund Share (computed as set forth in paragraph 2.2)Portfolio Share, (2) Class C B Acquiring Fund Portfolio Shares determined by dividing the Target Value attributable to the Class C IB Target Shares by the NAV of a Class C B Acquiring Fund Portfolio Share (as so computed), and (3) Class I K Acquiring Fund Portfolio Shares determined by dividing the Target Value attributable to the Class I K Target Shares by the NAV of a Class I K Acquiring Fund Share (as so computed)Portfolio Share, (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”). Such 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, and deferred and prepaid expenses shown as assets on Target’s books -- 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. 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 that timethe Effective Time (as defined in paragraph 3.1), and whether or not specifically referred to in this Agreement, except for Target’s Reorganization Expenses (as defined in paragraph 4.3.9) that are borne by Advisor pursuant to paragraph 7.2herein. Notwithstanding the foregoing, Target agrees to shall use its best efforts to discharge all its known liabilities, debts, obligations, and duties before the Effective Time (as defined in paragraph 3.1)Time. 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 such 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 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 sections section 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 Fund Portfolio Shares it receives pursuant to paragraph 1.1 (a1.1(a) to its shareholders the Separate Accounts for which Equitable holds Target Shares 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 will shall completely liquidateliquidate (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 Acquiring FundVIP’s transfer agent’s opening accounts on Acquiring FundPortfolio’s share transfer books shareholder records 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, and 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 Fund Portfolio Shares due that Shareholder, by class (i.e., the account for each Shareholder that holds Class A IA Target Shares shall be credited with the respective pro rata number of full and fractional Class A Acquiring Portfolio Shares due that Shareholder, the account for each Shareholder that holds Class C IB Target Shares shall be credited with the respective pro rata number of full and fractional Class C B Acquiring Fund Portfolio Shares due that Shareholder, and so onthe 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 Fund Portfolio Shares to be so credited to each Shareholder’s account shall equal the aggregate NAV of the Target Shares such that Shareholder owned holds at the Effective Time. All issued and outstanding Target Shares, including any represented by certificates, shall simultaneously be canceled on Target’s share transfer booksshareholder records. Acquiring Fund Portfolio shall not issue certificates representing the Acquiring Fund Portfolio Shares issued in connection with the Reorganization. 1.61.6 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 Fund Portfolio Shares pursuant to paragraph 1.51.5 — as provided there, on making that distribution Target’s liquidation shall be complete for federal tax purposes — but in all actions required to terminate events within six months after the Effective Time, (a) Target shall be terminated as a series of Trust EQAT and (b) EQAT shall be taken -- make all filings and in take all events Target shall have been terminated as such within one year after the Effective Time -- and any further other actions shall be taken in connection therewith as required by applicable lawnecessary and proper to effect that termination. 1.7. 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. 1.8. Any transfer taxes payable on issuance of Acquiring Fund Shares in a name other than that In furtherance of the registered holder on foregoing, after the Effective Time, except as otherwise agreed to by the 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 share transfer books of the Target Shares actually final taxable year ending with its complete liquidation and for any prior periods or constructively exchanged therefor taxable years and shall be paid by the person to whom such Acquiring Fund Shares are cause those tax returns to be issued, as a condition of such transferduly 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 FundPortfolio. In exchange therefor, Acquiring Fund 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 third eighth decimal place) (1) Class A Acquiring Fund Portfolio Shares determined by dividing Target’s net value (computed as set forth in paragraph 2.1) (“Target Value”) attributable to the Class A IA Target Shares by the net asset value (computed as set forth in paragraph 2.2) (“NAV”) of a Class A Acquiring Fund Share (computed as set forth in paragraph 2.2)Portfolio Share, (2) Class C B Acquiring Fund Portfolio Shares determined by dividing the Target Value attributable to the Class C IB Target Shares by the NAV of a Class C B Acquiring Fund Portfolio Share (as so computed), and (3) Class I K Acquiring Fund Portfolio Shares determined by dividing the Target Value attributable to the Class I K Target Shares by the NAV of a Class I K Acquiring Fund Share (as so computed)Portfolio Share, (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”). Such 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, and deferred and prepaid expenses shown as assets on Target’s books -- 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. 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 that timethe Effective Time (as defined in paragraph 3.1), and whether or not specifically referred to in this Agreement, except for Target’s Reorganization Expenses (as defined in paragraph 4.3.9) that are borne by Advisor pursuant to paragraph 7.2herein. Notwithstanding the foregoing, Target agrees to shall use its best efforts to discharge all its known liabilities, debts, obligations, and duties before the Effective Time (as defined in paragraph 3.1)Time. 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 such 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 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 sections section 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 Fund Portfolio Shares it receives pursuant to paragraph 1.1 (a1.1(a) to its shareholders the Separate Accounts for which Equitable holds Target Shares 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 will shall completely liquidateliquidate (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 Acquiring FundVIP’s transfer agent’s opening accounts on Acquiring FundPortfolio’s share transfer books shareholder records 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, and 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 Fund Portfolio Shares due that Shareholder, by class (i.e., the account for each Shareholder that holds Class A IA Target Shares shall be credited with the respective pro rata number of full and fractional Class A Acquiring Portfolio Shares due that Shareholder, the account for each Shareholder that holds Class C IB Target Shares shall be credited with the respective pro rata number of full and fractional Class C B Acquiring Fund Portfolio Shares due that Shareholder, and so onthe 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 Fund Portfolio Shares to be so credited to each Shareholder’s account shall equal the aggregate NAV of the Target Shares such that Shareholder owned holds at the Effective Time. All issued and outstanding Target Shares, including any represented by certificates, shall simultaneously be canceled on Target’s share transfer booksshareholder records. Acquiring Fund Portfolio shall not issue certificates representing the Acquiring Fund Portfolio Shares issued in connection with the Reorganization. 1.61.6 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 Fund Portfolio Shares pursuant to paragraph 1.51.5 - as provided there, on making that distribution Target’s liquidation shall be complete for federal tax purposes — but in all actions required to terminate events within six months after the Effective Time, (a) Target shall be terminated as a series of Trust EQAT and (b) EQAT shall be taken -- make all filings and in take all events Target shall have been terminated as such within one year after the Effective Time -- and any further other actions shall be taken in connection therewith as required by applicable lawnecessary and proper to effect that termination. 1.7. 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. 1.8. Any transfer taxes payable on issuance of Acquiring Fund Shares in a name other than that In furtherance of the registered holder on foregoing, after the Effective Time, except as otherwise agreed to by the 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 share transfer books of the Target Shares actually final taxable year ending with its complete liquidation and for any prior periods or constructively exchanged therefor taxable years and shall be paid by the person to whom such Acquiring Fund Shares are cause those tax returns to be issued, as a condition of such transferduly 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 FundPortfolio. In exchange therefor, Acquiring Fund 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 third eighth decimal place) (1) Class A Acquiring Fund Portfolio Shares determined by dividing Target’s net value (computed as set forth in paragraph 2.1) (“Target Value”) attributable to the Class A IA Target Shares by the net asset value (computed as set forth in paragraph 2.2) (“NAV”) of a Class A Acquiring Fund Share (computed as set forth in paragraph 2.2)Portfolio Share, (2) Class C B Acquiring Fund Portfolio Shares determined by dividing the Target Value attributable to the Class C IB Target Shares by the NAV of a Class C B Acquiring Fund Portfolio Share (as so computed), and (3) Class I K Acquiring Fund Portfolio Shares determined by dividing the Target Value attributable to the Class I K Target Shares by the NAV of a Class I K Acquiring Fund Share (as so computed)Portfolio Share, (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”). Such 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, and deferred and prepaid expenses shown as assets on Target’s books -- 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. 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 that timethe Effective Time (as defined in paragraph 3.1), and whether or not specifically referred to in this Agreement, except for Target’s Reorganization Expenses (as defined in paragraph 4.3.9) that are borne by Advisor pursuant to paragraph 7.2herein. Notwithstanding the foregoing, Target agrees to shall use its best efforts to discharge all its known liabilities, debts, obligations, and duties before the Effective Time (as defined in paragraph 3.1)Time. 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 such 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 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 sections section 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 Fund Portfolio Shares it receives pursuant to paragraph 1.1 (a1.1(a) to its shareholders the Separate Accounts for which Equitable holds Target Shares 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 will shall completely liquidateliquidate (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 Acquiring FundVIP’s transfer agent’s opening accounts on Acquiring FundPortfolio’s share transfer books shareholder records 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, and 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 Fund Portfolio Shares due that Shareholder, by class (i.e., the account for each Shareholder that holds Class A IA Target Shares shall be credited with the respective pro rata number of full and fractional Class A Acquiring Portfolio Shares due that Shareholder, the account for each Shareholder that holds Class C IB Target Shares shall be credited with the respective pro rata number of full and fractional Class C B Acquiring Fund Portfolio Shares due that Shareholder, and so onthe 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 Fund Portfolio Shares to be so credited to each Shareholder’s account shall equal the aggregate NAV of the Target Shares such that Shareholder owned holds at the Effective Time. All issued and outstanding Target Shares, including any represented by certificates, shall simultaneously be canceled on Target’s share transfer booksshareholder records. Acquiring Fund Portfolio shall not issue certificates representing the Acquiring Fund Portfolio Shares issued in connection with the Reorganization. 1.61.6 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 Fund Portfolio Shares pursuant to paragraph 1.51.5 -- as provided there, on making that distribution Target’s liquidation shall be complete for federal tax purposes -- but in all actions required to terminate events within six months after the Effective Time, (a) Target shall be terminated as a series of Trust EQAT and (b) EQAT shall be taken -- make all filings and in take all events Target shall have been terminated as such within one year after the Effective Time -- and any further other actions shall be taken in connection therewith as required by applicable lawnecessary and proper to effect that termination. 1.7. 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. 1.8. Any transfer taxes payable on issuance of Acquiring Fund Shares in a name other than that In furtherance of the registered holder on foregoing, after the Effective Time, except as otherwise agreed to by the 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 share transfer books of the Target Shares actually final taxable year ending with its complete liquidation and for any prior periods or constructively exchanged therefor taxable years and shall be paid by the person to whom such Acquiring Fund Shares are cause those tax returns to be issued, as a condition of such transferduly filed with the appropriate taxing authorities.