Common use of Transfer of Assets of the Acquired Clause in Contracts

Transfer of Assets of the Acquired. Portfolio to the Acquiring Portfolio in Exchange for Acquiring Portfolio Shares, the Assumption of all of the Acquired Portfolio’s Liabilities and the Liquidation of the Acquired Portfolio 1.1 Subject to the requisite approval of the Acquired Portfolio’s shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Portfolio agrees to transfer all of its respective assets, as set forth in paragraph 1.2, to the Acquiring Portfolio, and the Acquiring Portfolio agrees in exchange therefor: (i) to deliver to the Acquired Portfolio the number of full and fractional Initial and Service Class Acquiring Portfolio Shares, determined by dividing the value of the Acquired Portfolio’s net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquiring Portfolio Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all liabilities of the Acquired Portfolio, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (“Closing Date”). 1.2 The assets of the Acquired Portfolio to be acquired by the Acquiring Portfolio shall consist of all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Portfolio and any deferred or prepaid expenses shown as an asset on the books of the Acquired Portfolio on the Closing Date (collectively, “Assets”). 1.3 The Acquired Portfolio will endeavor to discharge all of its liabilities and obligations prior to the Closing Date. The Acquiring Portfolio shall also assume all of the liabilities of the Acquired Portfolio, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, the Acquired Portfolio will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4 Immediately after the transfer of assets provided for in paragraph 1.1, the Acquired Portfolio will distribute to its respective shareholders of record with respect to each class of shares, determined as of immediately after the close of business on the Closing Date (“Acquired Portfolio Shareholders”), on a pro rata basis within that class, the Acquiring Portfolio Shares of the corresponding class received by the Acquired Portfolio pursuant to paragraph 1.1, and will completely liquidate. Such distribution and liquidation will be accomplished, with respect to each class of the Acquired Portfolio’s shares, by the transfer of the Acquiring Portfolio Shares then credited to the account of the Acquired Portfolio on the books of the Acquiring Portfolio to open accounts on the share records of the Acquiring Portfolio in the names of the Acquired Portfolio Shareholders. The aggregate net asset value of Initial and Service Class Acquiring Portfolio Shares to be so credited to Initial and Service Class Acquired Portfolio Shareholders, respectively, shall, with respect to each class, be equal to the aggregate net asset value of the shares of common stock of the Acquired Portfolio (“Acquired Portfolio Shares”) of the corresponding class owned by Acquired Portfolio Shareholders on the Closing Date. All issued and outstanding shares of the Acquired Portfolio will simultaneously be redeemed and canceled on the books of the Acquired Portfolio, although share certificates representing interests in Initial and Service Class shares of the Acquired Portfolio will represent a number of the corresponding class of Acquiring Portfolio Shares after the Closing Date, as determined in accordance with paragraph 2.3. The Acquiring Portfolio shall not issue certificates representing the Initial and Service Class Acquiring Portfolio Shares in connection with such exchange. 1.5 Ownership of Acquiring Portfolio Shares will be shown on the books of the Acquiring Portfolio. Shares of the Acquiring Portfolio will be issued in the manner described in the Acquiring Portfolio’s current prospectus. 1.6 Any reporting responsibility of the Acquired Portfolio, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“SEC”), any state securities commission, and any Federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio up to and including the Closing Date.

Transfer of Assets of the Acquired. Portfolio Fund to the Acquiring Portfolio Fund in Exchange for Acquiring Portfolio Fund Shares, the Assumption of all of the Acquired PortfolioFund’s Liabilities and the Liquidation of the Acquired PortfolioFund 1.1 Subject to the requisite approval of the Acquired PortfolioFund’s shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Portfolio Fund agrees to transfer all of its respective assets, as set forth in paragraph 1.2, to the Acquiring PortfolioFund, and the Acquiring Portfolio Fund agrees in exchange therefor: (i) to deliver to the Acquired Portfolio Fund the number of full and fractional Initial and Service Class Acquiring Portfolio Fund Shares, determined by dividing the value of the Acquired PortfolioFund’s net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquiring Portfolio Fund Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all liabilities of the Acquired PortfolioFund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (“Closing Date”). 1.2 The assets of the Acquired Portfolio Fund to be acquired by the Acquiring Portfolio Fund shall consist of all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Portfolio Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Portfolio Fund on the Closing Date (collectively, “Assets”). 1.3 The Acquired Portfolio Fund will endeavor to discharge all of its liabilities and obligations prior to the Closing Date. The Acquiring Portfolio Fund shall also assume all of the liabilities of the Acquired PortfolioFund, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, the Acquired Portfolio Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of the sum of its investment company taxable income (computed without regard to any deduction for dividends paid) and plus realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4 Immediately after the transfer of assets provided for in paragraph 1.1, the Acquired Portfolio Fund will distribute to its respective shareholders of record with respect to each class of shares, determined as of immediately after the close of business on the Closing Date (“Acquired Portfolio Fund Shareholders”), on a pro rata basis within that class, the Acquiring Portfolio Fund Shares of the corresponding class received by the Acquired Portfolio Fund pursuant to paragraph 1.1, and will completely liquidate. Such distribution and liquidation will be accomplished, with respect to each class of the Acquired PortfolioFund’s shares, by the transfer of the Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the Acquired Portfolio Fund Shareholders. The aggregate net asset value of Initial and Service Class Acquiring Portfolio Fund Shares to be so credited to Initial and Service Class Acquired Portfolio Fund Shareholders, respectively, shall, with respect to each class, be equal to the aggregate net asset value of the shares of common stock beneficial interest of the Acquired Portfolio Fund (“Acquired Portfolio Fund Shares”) of the corresponding class owned by Acquired Portfolio Fund Shareholders on the Closing Date. All issued and outstanding shares of the Acquired Portfolio Fund will simultaneously be redeemed and canceled on the books of the Acquired PortfolioFund, although any share certificates representing interests in Initial and Service Class shares of the Acquired Portfolio Fund will represent a number of the corresponding class of Acquiring Portfolio Fund Shares after the Closing Date, as determined in accordance with paragraph 2.3. The Acquiring Portfolio Fund shall not issue certificates representing the Initial and Service Class Acquiring Portfolio Fund Shares in connection with such exchange. 1.5 Ownership of Acquiring Portfolio Fund Shares will be shown on the books of the Acquiring PortfolioFund’s Transfer Agent, as defined in paragraph 3.3. Shares of the Acquiring Portfolio Fund will be issued in the manner described in the Acquiring PortfolioFund’s current prospectus. 1.6 Any reporting responsibility of the Acquired PortfolioFund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the U.S. Securities and Exchange Commission (“SEC”), any state securities commission, and any Federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio Fund up to and including the Closing Date.

Transfer of Assets of the Acquired. Portfolio Fund to the Acquiring Portfolio Fund in Exchange for Acquiring Portfolio Fund Shares, the Assumption of all of the Acquired PortfolioFund’s Liabilities and the Liquidation of the Acquired PortfolioFund 1.1 Subject to the requisite approval of the Acquired PortfolioFund’s shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Portfolio Fund agrees to transfer all of its respective assets, as set forth in paragraph 1.2, to the Acquiring PortfolioFund, and the Acquiring Portfolio Fund agrees in exchange therefor: (i) to deliver to the Acquired Portfolio Fund the number of full and fractional Initial Investor Class, Class A, Class B, Class C, Class I, Class R1 and Service Class R2 Acquiring Portfolio Fund Shares, determined by dividing the value of the Acquired PortfolioFund’s net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquiring Portfolio Fund Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all liabilities of the Acquired PortfolioFund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (“Closing Date”). 1.2 The assets of the Acquired Portfolio Fund to be acquired by the Acquiring Portfolio Fund shall consist of all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Portfolio Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Portfolio Fund on the Closing Date (collectively, “Assets”). 1.3 The Acquired Portfolio Fund will endeavor to discharge all of its liabilities and obligations prior to the Closing Date. The Acquiring Portfolio Fund shall also assume all of the liabilities of the Acquired PortfolioFund, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, the Acquired Portfolio Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4 Immediately after the transfer of assets provided for in paragraph 1.1, the Acquired Portfolio Fund will distribute to its respective shareholders of record with respect to each class of shares, determined as of immediately after the close of business on the Closing Date (“Acquired Portfolio Fund Shareholders”), on a pro rata basis within that class, the Acquiring Portfolio Fund Shares of the corresponding class received by the Acquired Portfolio Fund pursuant to paragraph 1.1, and will completely liquidate. Such distribution and liquidation will be accomplished, with respect to each class of the Acquired PortfolioFund’s shares, by the transfer of the Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the Acquired Portfolio Fund Shareholders. The aggregate net asset value of Initial Investor Class, Class A, Class B, Class C, Class I, Class R1 and Service Class R2 Acquiring Portfolio Fund Shares to be so credited to Initial Investor Class, Class A, Class B, Class C, Class I, Class R1 and Service Class R2 Acquired Portfolio Fund’ Shareholders, respectively, shall, with respect to each class, be equal to the aggregate net asset value of the shares of common stock beneficial interest of the Acquired Portfolio Fund (“Acquired Portfolio Fund Shares”) of the corresponding class owned by Acquired Portfolio Fund Shareholders on the Closing Date. All issued and outstanding shares of the Acquired Portfolio Fund will simultaneously be redeemed and canceled on the books of the Acquired PortfolioFund, although share certificates representing interests in Initial Investor Class, Class A, Class B, Class C, Class I, Class R1 and Service Class R2 shares of the Acquired Portfolio Fund will represent a number of the corresponding class of Acquiring Portfolio Fund Shares after the Closing Date, as determined in accordance with paragraph 2.3. The Acquiring Portfolio Fund shall not issue certificates representing the Initial Investor Class, Class A, Class B, Class C, Class I, Class R1 and Service Class R2 Acquiring Portfolio Fund Shares in connection with such exchange. 1.5 Ownership of Acquiring Portfolio Fund Shares will be shown on the books of the Acquiring PortfolioFund’s Transfer Agent, as defined in paragraph 3.3. Shares of the Acquiring Portfolio Fund will be issued in the manner described in the Acquiring PortfolioFund’s current prospectus. 1.6 Any reporting responsibility of the Acquired PortfolioFund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“SEC”), any state securities commission, and any Federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio Fund up to and including the Closing Date.

Transfer of Assets of the Acquired. Portfolio Fund to the Acquiring Portfolio Fund in Exchange for Acquiring Portfolio Fund Shares, the Assumption of all of the Acquired PortfolioFund’s Liabilities and the Liquidation of the Acquired PortfolioFund 1.1 Subject to the requisite approval of the Acquired PortfolioFund’s shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Portfolio Fund agrees to transfer all of its respective assets, as set forth in paragraph 1.2, to the Acquiring PortfolioFund, and the Acquiring Portfolio Fund agrees in exchange therefor: (i) to deliver to the Acquired Portfolio Fund the number of full and fractional Initial Investor Class, Class A, Class B, Class C and Service Class I Acquiring Portfolio Fund Shares, determined by dividing the value of the Acquired PortfolioFund’s net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquiring Portfolio Fund Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all liabilities of the Acquired PortfolioFund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (“Closing Date”). 1.2 The assets of the Acquired Portfolio Fund to be acquired by the Acquiring Portfolio Fund shall consist of all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Portfolio Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Portfolio Fund on the Closing Date (collectively, “Assets”). 1.3 The Acquired Portfolio Fund will endeavor to discharge all of its liabilities and obligations prior to the Closing Date. The Acquiring Portfolio Fund shall also assume all of the liabilities of the Acquired PortfolioFund, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, the Acquired Portfolio Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4 Immediately after the transfer of assets provided for in paragraph 1.1, the Acquired Portfolio Fund will distribute to its respective shareholders of record with respect to each class of shares, determined as of immediately after the close of business on the Closing Date (“Acquired Portfolio Fund Shareholders”), on a pro rata basis within that class, the Acquiring Portfolio Fund Shares of the corresponding class received by the Acquired Portfolio Fund pursuant to paragraph 1.1, and will completely liquidate. Such distribution and liquidation will be accomplished, with respect to each class of the Acquired PortfolioFund’s shares, by the transfer of the Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the Acquired Portfolio Fund Shareholders. The aggregate net asset value of Initial Investor Class, Class A, Class B, Class C and Service Class I Acquiring Portfolio Fund Shares to be so credited to Initial Investor Class, Class A, Class B, Class C and Service Class I Acquired Portfolio Fund’ Shareholders, respectively, shall, with respect to each class, be equal to the aggregate net asset value of the shares of common stock beneficial interest of the Acquired Portfolio Fund (“Acquired Portfolio Fund Shares”) of the corresponding class owned by Acquired Portfolio Fund Shareholders on the Closing Date. All issued and outstanding shares of the Acquired Portfolio Fund will simultaneously be redeemed and canceled on the books of the Acquired PortfolioFund, although share certificates representing interests in Initial Investor Class, Class A, Class B, Class C and Service Class I shares of the Acquired Portfolio Fund will represent a number of the corresponding class of Acquiring Portfolio Fund Shares after the Closing Date, as determined in accordance with paragraph 2.3. The Acquiring Portfolio Fund shall not issue certificates representing the Initial Investor Class, Class A, Class B, Class C and Service Class I Acquiring Portfolio Fund Shares in connection with such exchange. 1.5 Ownership of Acquiring Portfolio Fund Shares will be shown on the books of the Acquiring PortfolioFund’s Transfer Agent, as defined in paragraph 3.3. Shares of the Acquiring Portfolio Fund will be issued in the manner described in the Acquiring PortfolioFund’s current prospectus. 1.6 Any reporting responsibility of the Acquired PortfolioFund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“SEC”), any state securities commission, and any Federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio Fund up to and including the Closing Date.

Transfer of Assets of the Acquired. Portfolio Fund to the Acquiring Portfolio Fund in Exchange for Acquiring Portfolio Fund Shares, the Assumption of all of the Acquired PortfolioFund’s Liabilities and the Liquidation of the Acquired PortfolioFund 1.1 1.1. Subject to the requisite approval of the Acquired Portfolio’s shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Portfolio Fund agrees to transfer all of its respective assets, as set forth in paragraph 1.2, to the Acquiring PortfolioFund, and the Acquiring Portfolio Fund agrees in exchange therefor: (i) to deliver to the Acquired Portfolio Fund the number of full and fractional Initial and Service Class Acquiring Portfolio Fund Shares, determined by dividing the value of the Acquired PortfolioFund’s net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquiring Portfolio Fund Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all liabilities of the Acquired PortfolioFund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (“Closing Date”). 1.2 1.2. The assets of the Acquired Portfolio Fund to be acquired by the Acquiring Portfolio Fund shall consist of all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Portfolio Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Portfolio Fund on the Closing Date (collectively, “Assets”). 1.3 1.3. The Acquired Portfolio Fund will endeavor to discharge to the extent practicable, all of its liabilities and obligations prior to the Closing Date. The Acquiring Portfolio Fund shall also assume all of the liabilities of the Acquired PortfolioFund, whether accrued accrued, fixed or contingent, known or unknown, including indemnification liabilities, existing at the Valuation Date as defined in paragraph 2.1 (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, the Acquired Portfolio Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of the sum of its investment company taxable income (computed without regard to any deduction for dividends paid) and plus realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4 1.4. Immediately after the transfer of assets provided for in paragraph 1.1, the Acquired Portfolio Fund will distribute to its respective shareholders of record with respect to each class of shares, determined as of immediately after the close of business on the Closing Date (“Acquired Portfolio Fund Shareholders”), on a pro rata basis within that class, the Acquiring Portfolio Fund Shares of the corresponding class received by the Acquired Portfolio Fund pursuant to paragraph 1.1, and will completely liquidate. Such distribution and liquidation will be accomplished, with respect to each class of the Acquired PortfolioFund’s shares, by the transfer of the Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the Acquired Portfolio Fund Shareholders. The aggregate net asset value of Initial and Service Class Acquiring Portfolio Fund Shares to be so credited to Initial and Service Class Acquired Portfolio Fund Shareholders, respectively, shall, with respect to each class, be equal to the aggregate net asset value of the shares of common stock beneficial interest of the Acquired Portfolio Fund (“Acquired Portfolio Fund Shares”) of the corresponding class owned by Acquired Portfolio Fund Shareholders on the Closing Date. All issued and outstanding shares of the Acquired Portfolio Fund will simultaneously be redeemed and canceled on the books of the Acquired PortfolioFund, although any share certificates representing interests in Initial and Service Class shares of the Acquired Portfolio Fund will represent a number of the corresponding class of Acquiring Portfolio Fund Shares after the Closing Date, as determined in accordance with paragraph 2.3. The Acquiring Portfolio Fund shall not issue certificates representing the Initial and Service Class Acquiring Portfolio Fund Shares in connection with such exchange. 1.5 1.5. Ownership of Acquiring Portfolio Fund Shares will be shown on the books of the Acquiring PortfolioFund’s Transfer Agent, as defined in paragraph 3.3. Shares of the Acquiring Portfolio Fund will be issued in the manner described in the Acquiring PortfolioFund’s current prospectus. 1.6 1.6. Any reporting responsibility of the Acquired PortfolioFund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the U.S. Securities and Exchange Commission (“SEC”), any state securities commission, and any Federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio Fund up to and including the Closing Date.

Transfer of Assets of the Acquired. Portfolio to the Acquiring Portfolio in Exchange for Acquiring Portfolio SharesFUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES IN THE ACQUIRING FUND, the Assumption of all of the Acquired Portfolio’s Liabilities and the Liquidation of the Acquired PortfolioASSUMPTION OF ALL LIABILITIES OF THE ACQUIRED FUND AND LIQUIDATION AND TERMINATION OF THE ACQUIRED FUND 1.1 Subject to the requisite approval of the Acquired Portfolio’s shareholders approvals and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Portfolio Entity, on behalf of the Acquired Fund, agrees to assign, convey, transfer and deliver all of its respective assetsproperty and assets attributable to the Acquired Fund, as set forth in paragraph 1.2, to the Acquiring PortfolioFund, and the Acquiring Portfolio Entity, on behalf of the Acquiring Fund, agrees in exchange therefor: (ia) to deliver to the Acquired Portfolio Fund the number of full and fractional Initial shares of each class of Acquiring Fund Shares corresponding to a class of Acquired Fund Shares as of the time and Service Class Acquiring Portfolio Shares, date set forth in paragraph 3.1 determined by dividing the value of the Acquired PortfolioEntity’s net assets, assets with respect to that class of Acquired Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.1, ) by the net asset value of one Acquiring Portfolio Share share of the corresponding class, class of Acquiring Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.2); and (iib) to assume all liabilities of the Acquired Portfolio, Fund as set forth in paragraph 1.31.2. Such transactions shall take place on the a closing date of the closing as provided for in paragraph 3.1 (the “Closing Date”). Exhibit A attached hereto shows the Acquiring Fund and its classes of shares and the Acquired Fund and its corresponding classes of shares. For purposes of this Agreement, each class of shares of the Acquired Fund as set forth on Exhibit A corresponds to the class of shares of the Acquiring Fund as set forth on such Exhibit, the term “Acquiring Fund Shares” should be read to include each such class of shares of the Acquiring Fund, and the term “Acquired Fund Shares” should be read to include each such class of shares of the Acquired Fund. 1.2 The property and assets of the Acquired Portfolio Entity attributable to the Acquired Fund to be assigned, conveyed, transferred and delivered to and acquired by the Acquiring Portfolio Entity, on behalf of the Acquiring Fund, shall consist of all assets and propertyproperty of every kind and nature of the Acquired Fund, including, without limitation, all rights, receivables (including dividend, interest and other receivables), cash, cash equivalents, claims (whether absolute or contingent, known or unknown), securities, commodities and futures interests interests, good will and dividends or interests receivable that are owned by the Acquired Portfolio and other intangible property, any deferred or prepaid expenses shown as an asset on the books of and all interests, rights, privileges and powers, the Acquired Portfolio on Fund owns at the Closing Valuation Date (as defined in paragraph 2.1) (collectively, “Assets”). 1.3 The Acquired Portfolio will endeavor to discharge all of its liabilities and obligations prior to the Closing Date. The Acquiring Portfolio Entity, on behalf of the Acquiring Fund, shall also assume all of the liabilities and obligations of the Acquired PortfolioFund, including, without limitation, all indemnification obligations of the Acquired Fund with respect to the current and former members of the Acquired Entity Board and officers of the Acquired Entity, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, “Liabilities”). On or as soon as practicable prior The Acquired Fund will promptly assign, convey, transfer and deliver to the Closing DateAcquiring Entity, on behalf of the Acquiring Fund, any rights, stock dividends, cash dividends or other securities received by the Acquired Portfolio will declare and pay to its shareholders of record one Fund after the Closing Date as stock dividends, cash dividends or more dividends and/or other distributions so that it will have distributed substantially all (on or with respect to the property and assets transferred, which rights, stock dividends, cash dividends and other securities shall be deemed included in no event less than 98%) the property and assets transferred to the Acquiring Entity, on behalf of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gainthe Acquiring Fund, if any, for the current taxable year through at the Closing DateDate and shall not be separately valued, in which case any such distribution that remains unpaid as of the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Entity on behalf of the Acquiring Fund. 1.4 1.3 Immediately after following the transfer of assets provided for in actions contemplated by paragraph 1.1, the Acquired Portfolio will Entity shall take such actions as may be necessary or appropriate to complete the liquidation of the Acquired Fund. To complete the liquidation of the Acquired Fund, the Acquired Entity, on behalf of the Acquired Fund, shall (a) distribute to its respective the shareholders of record with respect to each class of shares, determined the Acquired Fund Shares as of immediately after the close of business on the Closing Date (“Acquired Portfolio Fund Shareholders”), on a pro rata basis within that classbasis, the Acquiring Portfolio Fund Shares of the corresponding class of the Acquiring Fund received by the Acquired Portfolio Entity, on behalf of the Acquired Fund, pursuant to paragraph 1.1, in complete liquidation of the Acquired Fund and will completely liquidatein complete redemption of the Acquired Fund Shares, and (b) terminate the Acquired Fund in accordance with applicable state law. Such distribution in liquidation and liquidation will redemption shall be accomplished, with respect to each class of the Acquired Portfolio’s sharesFund Shares, by the transfer of the corresponding class of Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the Acquired Portfolio Fund Shareholders. The aggregate net asset value of Initial and Service Class each class of Acquiring Portfolio Fund Shares to be so credited to Initial and Service Class each Acquired Portfolio Shareholders, respectively, shall, with respect to each class, Fund Shareholder holding Acquired Fund Shares of the corresponding class shall be equal to the aggregate net asset value of the shares Acquired Fund Shares of common stock of the Acquired Portfolio (“Acquired Portfolio Shares”) of the that corresponding class owned by that Acquired Portfolio Shareholders Fund Shareholder on the Closing Date. All issued and outstanding shares of the Acquired Portfolio Fund Shares will simultaneously be redeemed and canceled on the books of the Acquired Portfolio, although share certificates representing interests in Initial and Service Class shares of the Acquired Portfolio will represent a number of the corresponding class of Acquiring Portfolio Shares after the Closing Date, as determined in accordance with paragraph 2.3Fund. The Acquiring Portfolio Fund shall not issue certificates representing the Initial and Service Class any class of Acquiring Portfolio Fund Shares in connection with such exchange. 1.5 1.4 Ownership of Acquiring Portfolio Fund Shares will be shown on the books of the Acquiring Portfolio. Shares of Fund as maintained by the Acquiring Portfolio will be issued in the manner described in the Acquiring PortfolioFund’s current prospectustransfer agent. 1.6 1.5 Any reporting responsibility of the Acquired PortfolioFund, including, but not limited to, the responsibility for filing regulatory reports, tax returnsreturns for periods ending on or prior to the Closing Date, or other documents with the Securities and Exchange Commission (“SECCommission”), any state securities commission, and any Federalfederal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio up Entity, on behalf of the Acquired Fund. The Acquiring Entity shall fully cooperate to and including the Closing Dateextent necessary or desirable for these responsibilities to be discharged.

Transfer of Assets of the Acquired. Portfolio to the Acquiring Portfolio in Exchange for Acquiring Portfolio Shares, the Assumption of all of the Acquired Portfolio’s Liabilities and the Liquidation of the Acquired PortfolioFUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND THE ACQUIRING FUND’S ASSUMPTION OF ACQUIRED FUND LIABILITIES AND LIQUIDATION OF THE ACQUIRED FUND. 1.1 Subject to the requisite approval terms and conditions contained herein: (a) The Acquired Fund shall assign, transfer and convey to the Acquiring Fund all of the Assets of the Acquired Portfolio’s shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Portfolio agrees to transfer all of its respective assets, Fund (as set forth defined in paragraph 1.2, to the ). (b) The Acquiring Portfolio, and the Acquiring Portfolio Fund agrees in exchange therefor: — (i) to issue and deliver to the Acquired Portfolio Fund the number of full and fractional Initial Acquiring Fund Shares of each class as set forth in Appendix A equal to the number of outstanding full and Service Class fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Portfolio Shares, determined by dividing Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of the Acquired Portfolio’s net assets, computed in the manner and Fund Shares as of the time and date set forth Valuation Date (as defined in paragraph 2.11.10). In lieu of delivering certificates for the Acquiring Fund Shares, by the net asset value of one Acquiring Portfolio Share Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the corresponding classAcquiring Fund and shall deliver a confirmation thereof to the Acquired Fund, computed in the manner and as of the time and date set forth in paragraph 2.2; and and (ii) to assume all liabilities the Liabilities (as defined in paragraph 1.3) of the Acquired Portfolio, as set forth in paragraph 1.3. Fund. (c) Such transactions shall take place on the date of at the closing provided for in paragraph 3.1 2.1 (the “Closing DateClosing”). 1.2 (a) The assets of the Acquired Portfolio Fund to be acquired by the Acquiring Portfolio Fund (the “Assets”) shall consist of all assets and property, including, without limitation, including all cash, cash equivalents, securities, commodities and futures interests interests, dividend and dividends or interests receivable interest receivables, claims and rights of action that are owned by the Acquired Portfolio Fund, and any deferred or prepaid expenses shown as an asset assets on the books of the Acquired Portfolio Fund, on the Closing Date Date. The Assets shall be invested at all times through the Closing in a manner that ensures compliance with paragraph 3.1(j). (collectively, “Assets”)b) The Acquired Fund has provided the Acquiring Fund with a list of all of its property as of the date of execution of this Agreement. The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Portfolio will Fund may endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. The At the Closing, the Acquiring Portfolio Fund shall also assume all of the liabilities liabilities, debts, obligations, expenses, costs, charges and reserves of the Acquired Portfolio, whether accrued or contingent, known or unknown, existing at Fund as of the Valuation Closing Date as defined in paragraph 2.1 (collectively, the “Liabilities”). 1.4 The Assets shall be delivered on the Closing Date to the Acquiring Fund’s custodian (the “Custodian”), for the account of the Acquiring Fund, with all securities not in bearer or book-entry form duly endorsed, or accompanied by duly executed separate assignments or stock powers, in proper form for transfer, with signatures guaranteed, and with all necessary stock transfer stamps, sufficient to transfer good and marketable title thereto (including all accrued interest and dividends and rights pertaining thereto) to the Custodian for the account of the Acquiring Fund free and clear of all liens, encumbrances, rights, restrictions and claims. All cash delivered shall be in the form of immediately available funds payable to the order of the Custodian for the account of the Acquiring Fund. 1.5 The Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest received on or after the Closing Date with respect to Assets transferred to the Acquiring Fund hereunder. The Acquired Fund will transfer to the Acquiring Fund any distributions, rights or other assets received by the Acquired Fund after the Closing Date as distributions on or with respect to the Assets transferred. Such assets shall be deemed included in the Assets transferred to the Acquiring Fund on the Closing Date and shall not be separately valued. 1.6 On or as soon as practicable prior to after the Closing DateDate as is possible, the Acquired Portfolio Fund will declare liquidate and pay distribute pro rata in accordance with this paragraph to its the Acquired Fund’s shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all record—some of which hold Acquired Fund Shares in omnibus accounts (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4 Immediately after the transfer of assets provided for in paragraph 1.1, the Acquired Portfolio will distribute to its respective shareholders of record with respect to each class of shares, determined “Nominee Shareholders”)—determined as of immediately after the close of business on the Closing Date (the “Acquired Portfolio Fund Shareholders”), on a pro rata basis within that class, the Acquiring Portfolio Fund Shares of the corresponding class received by the Acquired Portfolio Fund pursuant to paragraph 1.1, and will completely liquidate. Such liquidation and distribution and liquidation will be accomplished, with respect to accomplished by transferring the Acquiring Fund Shares of each class of the Acquired Portfolio’s shares, by the transfer of the Acquiring Portfolio Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open individual and omnibus accounts on such books for the share records benefit of (a) the Acquired Fund Shareholders other than Nominee Shareholders and (b) the indirect holders of Acquired Fund Shares through Nominee Shareholders of the corresponding class (collectively, the “Beneficial Shareholders”) and representing the respective pro rata number of full and fractional Acquiring Portfolio in the names Fund Shares of the such class to which each such Beneficial Shareholder is entitled. For these purposes, an Acquired Portfolio Shareholders. The aggregate net asset value of Initial and Service Class Acquiring Portfolio Shares Fund Shareholder shall be entitled to be so credited to Initial and Service Class Acquired Portfolio Shareholders, respectively, shallreceive, with respect to each class, be equal to the aggregate net asset value of the shares of common stock full and fractional share of the Acquired Portfolio (“Acquired Portfolio Shares”) Fund held by such shareholder, a full and fractional Acquiring Fund Share of the corresponding class owned by Acquired Portfolio Shareholders on the Closing Date. share class, as set forth in Appendix A. All issued and outstanding shares of the Acquired Portfolio Fund will simultaneously be redeemed and canceled on the books of the Acquired Portfolio, although share certificates representing interests in Initial and Service Class shares Fund simultaneously with the distribution of Acquiring Fund Shares to the Acquired Portfolio will represent a number of the corresponding class of Acquiring Portfolio Shares after the Closing Date, as determined in accordance with paragraph 2.3. The Acquiring Portfolio shall not issue certificates representing the Initial and Service Class Acquiring Portfolio Shares in connection with such exchangeFund Shareholders. 1.5 1.7 Ownership of Acquiring Portfolio Fund Shares will be shown on the books of the Acquiring PortfolioFund’s transfer agent. Shares of the Acquiring Portfolio Fund will be issued in the manner described in the Acquiring PortfolioFund’s current prospectusprospectus(es) and statement of additional information. 1.6 1.8 Any transfer taxes payable upon issuance of the Acquiring Fund Shares in a name other than the registered holder of the Acquiring Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be issued and transferred. 1.9 Any reporting responsibility of the Acquired Portfolio, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“SEC”), any state securities commission, and any Federal, state or local tax authorities or any other relevant regulatory authority, Fund is and shall remain the responsibility of the Acquired Portfolio Fund up to and including the Closing Date and such later date on which the Acquired Fund’s existence is terminated. 1.10 The value of the Assets and the amount of the Liabilities shall be computed as of the close of trading on the floor of the New York Stock Exchange (“NYSE”) (usually, 4:00 p.m., Eastern time), except that certain options and futures contracts may be valued 15 minutes after the close of trading on the floor of the NYSE, on the last business day preceding the Closing Date (such time and date being hereinafter called the “Valuation Date”), using the valuation procedures set forth in the Acquired Fund’s most recent prospectus and statement of additional information. 1.11 All computations and calculations of value shall be made by the State Street Bank and Trust Company in accordance with its regular practices as sub-administrator for the Acquiring Fund.

Transfer of Assets of the Acquired. Portfolio to the Acquiring Portfolio in Exchange for Acquiring Portfolio SharesFUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, the Assumption of all of the Acquired Portfolio’s Liabilities and the Liquidation of the Acquired PortfolioTHE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1 1.1. Subject to the requisite approval of the Acquired Portfolio’s shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Portfolio Fund agrees to sell, assign, convey, transfer and deliver all of its respective assetsthe property and assets of the Acquired Fund, as set forth in paragraph 1.21.2 herein, to the Acquiring PortfolioFund, and the Acquiring Portfolio Fund agrees in exchange therefor: exchange (i) to deliver to the Acquired Portfolio Fund the number of full and fractional Initial Class IA and Service Class IB Acquiring Portfolio Shares, determined by dividing Fund Shares having an aggregate net asset value equal to the value of the assets of Class IA and Class IB, respectively, of the Acquired Portfolio’s net assetsFund transferred hereunder, less the value of the liabilities of Class IA and Class IB, respectively, transferred hereunder, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquiring Portfolio Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph 2.22.1 herein; and (ii) to assume all liabilities of the Acquired PortfolioFund, as set forth in paragraph 1.31.3 herein. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 herein (“Closing Date”). 1.2 1.2. The property and assets of Hartford Series Fund attributable to the Acquired Portfolio Fund to be acquired by the Acquiring Portfolio Fund shall consist of all assets property and propertyassets, including, without limitation, all rights, cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Portfolio Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Portfolio Fund on the Closing Valuation Date as defined in paragraph 2.1 (collectively, “Assets”). The Acquired Fund will sell, assign, convey, transfer and deliver to the Acquiring Fund any rights, stock dividends, or other securities received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued, in which case any such distribution that remains unpaid as of the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund. 1.3 1.3. The Acquired Portfolio Fund will endeavor make reasonable efforts to discharge all of its known liabilities and obligations prior to the Closing DateValuation Date (as defined below). The Acquiring Portfolio Fund shall also assume all of the liabilities of the Acquired PortfolioFund, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, “Liabilities”). On or as soon as practicable The Liabilities shall include the obligation of the Acquired Fund to indemnify the directors and officers of the Acquired Fund for acts and omissions prior to the Closing Date, Valuation Date (to the same extent that they would have been indemnified by the Acquired Portfolio will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for Fund had the current taxable year through the Closing DateReorganization not occurred). 1.4 1.4. Immediately after following the transfer actions contemplated by paragraph 1.1 herein, Hartford Series Fund shall take such actions necessary to complete the liquidation of assets provided for in paragraph 1.1, the Acquired Portfolio will Fund. To complete the liquidation, Hartford Series Fund, on behalf of the Acquired Fund, shall (a) distribute to its respective the Acquired Fund’s shareholders of record with respect to each class of shares, determined its shares as of immediately after the close of business on the Closing Date as defined in paragraph 3.1 herein (“Acquired Portfolio Fund Shareholders”), on a pro rata basis within that the class, the Acquiring Portfolio Fund Shares of the corresponding class received by the Acquired Portfolio Fund pursuant to paragraph 1.11.1 herein, and will (b) completely liquidate. Such distribution and liquidation will be accomplished, with respect to each class of the Acquired Portfolio’s Fund shares, by the transfer of the Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the Acquired Portfolio Fund Shareholders. The aggregate net asset value of Initial Class IA and Service Class IB Acquiring Portfolio Fund Shares to be so credited to Initial the Class IA and Service Class IB Acquired Portfolio Fund Shareholders, respectively, shall, with respect to each the class, be equal to the aggregate net asset value of the shares of common stock of the Acquired Portfolio (“Acquired Portfolio Shares”) Fund Shares of the corresponding class owned by Acquired Portfolio Fund Shareholders on the Closing Date. All issued and outstanding shares of the Acquired Portfolio Fund Shares will simultaneously be redeemed and canceled on the books of the Acquired PortfolioFund, although share certificates representing interests in Initial Class IA and Service Class shares of the IB Acquired Portfolio Fund Shares will thereafter represent a number of interests in the corresponding class of Acquiring Portfolio Fund Shares after the Closing Date, as determined in accordance with paragraph 2.3. The Acquiring Portfolio Fund shall not issue certificates representing the Initial Class IA and Service Class IB Acquiring Portfolio Fund Shares in connection with such exchangethe Reorganization. 1.5 1.5. Ownership of Acquiring Portfolio Fund Shares will be shown on the books of the Acquiring Portfolio. Shares of the Acquiring Portfolio will be issued Fund’s Transfer Agent, as defined in the manner described in the Acquiring Portfolio’s current prospectusparagraph 3.3 herein. 1.6 1.6. Any reporting responsibility of the Acquired PortfolioFund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“SECCommission”), any state securities commission, and any Federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio up to and including the Closing DateFund.

Transfer of Assets of the Acquired. Portfolio to the Acquiring Portfolio in Exchange for Acquiring Portfolio SharesFUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES IN THE ACQUIRING FUND, the Assumption of all of the Acquired Portfolio’s Liabilities and the Liquidation of the Acquired PortfolioASSUMPTION OF ALL LIABILITIES OF THE ACQUIRED FUND AND LIQUIDATION AND TERMINATION OF THE ACQUIRED FUND 1.1 Subject to the requisite approval of the Acquired Portfolio’s shareholders approvals and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Portfolio Entity, on behalf of the Acquired Fund, agrees to sell, assign, convey, transfer and deliver all of its respective assetsproperty and assets attributable to the Acquired Fund, as set forth in paragraph 1.2, to the Acquiring PortfolioFund, and the Acquiring Portfolio Entity, on behalf of the Acquiring Fund, agrees in exchange therefor: (ia) to deliver to the Acquired Portfolio Fund the number of full and fractional Initial shares of each class of Acquiring Fund Shares corresponding to a class of Acquired Fund Shares as of the time and Service Class Acquiring Portfolio Shares, date set forth in paragraph 3.1 determined by dividing the value of the Acquired PortfolioEntity’s net assets, assets with respect to that class of Acquired Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.1, ) by the net asset value of one Acquiring Portfolio Share share of the corresponding class, class of Acquiring Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.2); and (iib) to assume all liabilities of the Acquired Portfolio, Fund as set forth in paragraph 1.31.2. Such transactions shall take place on the a closing date of the closing as provided for in paragraph 3.1 (the “Closing Date”). Exhibit A attached hereto shows the Acquiring Fund and its classes of shares and the Acquired Fund and its corresponding classes of shares. For purposes of this Agreement, each class of shares of the Acquired Fund as set forth on Exhibit A corresponds to the class of shares of the Acquiring Fund as set forth on such Exhibit, the term “Acquiring Fund Shares” should be read to include each such class of shares of the Acquiring Fund, and the term “Acquired Fund Shares” should be read to include each such class of shares of the Acquired Fund. 1.2 The property and assets of the Acquired Portfolio Entity attributable to the Acquired Fund to be sold, assigned, conveyed, transferred and delivered to and acquired by the Acquiring Portfolio Entity, on behalf of the Acquiring Fund, shall consist of all assets and propertyproperty of every kind and nature of the Acquired Fund, including, without limitation, all rights, receivables (including dividend, interest and other receivables), cash, cash equivalents, claims (whether absolute or contingent, known or unknown), securities, commodities and futures interests interests, good will and dividends or interests receivable that are owned by the Acquired Portfolio and other intangible property, any deferred or prepaid expenses shown as an asset on the books of and all interests, rights, privileges and powers, the Acquired Portfolio on Fund owns at the Closing Valuation Date (as defined in paragraph 2.1) (collectively, “Assets”). 1.3 The Acquired Portfolio will endeavor to discharge all of its liabilities and obligations prior to the Closing Date. The Acquiring Portfolio Entity, on behalf of the Acquiring Fund, shall also assume all of the liabilities and obligations of the Acquired PortfolioFund, including, without limitation, all indemnification obligations of the Acquired Fund with respect to the current and former members of the Acquired Entity Board and officers of the Acquired Entity, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, “Liabilities”). On or as soon as practicable prior The Acquired Fund will promptly assign, convey, transfer and deliver to the Closing DateAcquiring Entity, on behalf of the Acquiring Fund, any rights, stock dividends, cash dividends or other securities received by the Acquired Portfolio will declare and pay to its shareholders of record one Fund after the Closing Date as stock dividends, cash dividends or more dividends and/or other distributions so that it will have distributed substantially all (on or with respect to the property and assets transferred, which rights, stock dividends, cash dividends and other securities shall be deemed included in no event less than 98%) the property and assets transferred to the Acquiring Entity, on behalf of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gainthe Acquiring Fund, if any, for the current taxable year through at the Closing DateDate and shall not be separately valued, in which case any such distribution that remains unpaid as of the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Entity on behalf of the Acquiring Fund. 1.4 1.3 Immediately after following the transfer of assets provided for in actions contemplated by paragraph 1.1, the Acquired Portfolio will Entity shall take such actions as may be necessary or appropriate to complete the liquidation of the Acquired Fund. To complete the liquidation, the Acquired Entity, on behalf of the Acquired Fund, shall (a) distribute to its respective the shareholders of record with respect to each class of shares, determined the Acquired Fund Shares as of immediately after the close of business on the Closing Date (“Acquired Portfolio Fund Shareholders”), on a pro rata basis within that classbasis, the Acquiring Portfolio Fund Shares of the corresponding class of the Acquiring Fund received by the Acquired Portfolio Entity, on behalf of the Acquired Fund, pursuant to paragraph 1.1, in complete liquidation of the Acquired Fund and will completely liquidatein complete redemption of the Acquired Fund Shares, and (b) terminate the Acquired Fund in accordance with applicable state law. Such distribution and liquidation will shall be accomplished, with respect to each class of the Acquired Portfolio’s sharesFund Shares, by the transfer of the corresponding class of Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the Acquired Portfolio Fund Shareholders. The aggregate net asset value of Initial and Service Class each class of Acquiring Portfolio Fund Shares to be so credited to Initial and Service Class each Acquired Portfolio Shareholders, respectively, shall, with respect to each class, Fund Shareholder holding Acquired Fund Shares of the corresponding class shall be equal to the aggregate net asset value of the shares Acquired Fund Shares of common stock of the Acquired Portfolio (“Acquired Portfolio Shares”) of the that corresponding class owned by that Acquired Portfolio Shareholders Fund Shareholder on the Closing Date. All issued and outstanding shares of the Acquired Portfolio Fund Shares will simultaneously be redeemed and canceled on the books of the Acquired Portfolio, although share certificates representing interests in Initial and Service Class shares of the Acquired Portfolio will represent a number of the corresponding class of Acquiring Portfolio Shares after the Closing Date, as determined in accordance with paragraph 2.3Fund. The Acquiring Portfolio Fund shall not issue certificates representing the Initial and Service Class any class of Acquiring Portfolio Fund Shares in connection with such exchange. 1.5 1.4 Ownership of Acquiring Portfolio Fund Shares will be shown on the books of the Acquiring Portfolio. Shares of Fund as maintained by the Acquiring Portfolio will be issued in the manner described in the Acquiring PortfolioFund’s current prospectustransfer agent. 1.6 1.5 Any reporting responsibility of the Acquired PortfolioFund, including, but not limited to, the responsibility for filing regulatory reports, tax returnsreturns for periods ending on or prior to the Closing Date, or other documents with the Securities and Exchange Commission (“SECCommission”), any state securities commission, and any Federalfederal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio up Entity, on behalf of the Acquired Fund. The Acquiring Entity shall fully cooperate to and including the Closing Dateextent necessary or desirable for these responsibilities to be discharged.

Transfer of Assets of the Acquired. Portfolio Fund to the Acquiring Portfolio Fund in Exchange for Acquiring Portfolio Fund Shares, the Assumption of all of the Acquired PortfolioFund’s Liabilities and the Liquidation of the Acquired PortfolioFund 1.1 Subject to the requisite approval of the Acquired Portfolio’s shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Portfolio Fund agrees to transfer all of its respective assets, as set forth in paragraph 1.2, to the Acquiring PortfolioFund, and the Acquiring Portfolio Fund agrees in exchange therefor: (i) to deliver to the Acquired Portfolio Fund the number of full and fractional Initial and Service Class Acquiring Portfolio Fund Shares, determined by dividing the value of the Acquired PortfolioFund’s net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquiring Portfolio Fund Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all liabilities of the Acquired PortfolioFund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (“Closing Date”). 1.2 The assets of the Acquired Portfolio Fund to be acquired by the Acquiring Portfolio Fund shall consist of all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Portfolio Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Portfolio Fund on the Closing Date (collectively, “Assets”). 1.3 The Acquired Portfolio Fund will endeavor to discharge all of its liabilities and obligations prior to the Closing Date. The Acquiring Portfolio Fund shall also assume all of the liabilities of the Acquired PortfolioFund, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, the Acquired Portfolio Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of the sum of its investment company taxable income (computed without regard to any deduction for dividends paid) and plus realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4 Immediately after the transfer of assets provided for in paragraph 1.1, the Acquired Portfolio Fund will distribute to its respective shareholders of record with respect to each class of shares, determined as of immediately after the close of business on the Closing Date (“Acquired Portfolio Fund Shareholders”), on a pro rata basis within that class, the Acquiring Portfolio Fund Shares of the corresponding class received by the Acquired Portfolio Fund pursuant to paragraph 1.1, and will completely liquidate. Such distribution and liquidation will be accomplished, with respect to each class of the Acquired PortfolioFund’s shares, by the transfer of the Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the Acquired Portfolio Fund Shareholders. The aggregate net asset value of Initial and Service Class Acquiring Portfolio Fund Shares to be so credited to Initial and Service Class Acquired Portfolio Fund Shareholders, respectively, shall, with respect to each class, be equal to the aggregate net asset value of the shares of common stock beneficial interest of the Acquired Portfolio Fund (“Acquired Portfolio Fund Shares”) of the corresponding class owned by Acquired Portfolio Fund Shareholders on the Closing Date. All issued and outstanding shares of the Acquired Portfolio Fund will simultaneously be redeemed and canceled on the books of the Acquired PortfolioFund, although share certificates representing interests in Initial and Service Class shares of the Acquired Portfolio Fund will represent a number of the corresponding class of Acquiring Portfolio Fund Shares after the Closing Date, as determined in accordance with paragraph 2.3. The Acquiring Portfolio Fund shall not issue certificates representing the Initial and Service Class Acquiring Portfolio Fund Shares in connection with such exchange. 1.5 Ownership of Acquiring Portfolio Fund Shares will be shown on the books of the Acquiring PortfolioFund’s Transfer Agent, as defined in paragraph 3.3. Shares of the Acquiring Portfolio Fund will be issued in the manner described in the Acquiring PortfolioFund’s current prospectus. 1.6 Any reporting responsibility of the Acquired PortfolioFund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the U.S. Securities and Exchange Commission (“SEC”), any state securities commission, and any Federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio Fund up to and including the Closing Date.

Transfer of Assets of the Acquired. Portfolio to the Acquiring Portfolio in Exchange for Acquiring Portfolio SharesFUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, the Assumption of all of the Acquired Portfolio’s Liabilities and the Liquidation of the Acquired PortfolioTHE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1 Subject to the requisite approval of the Acquired Portfolio’s Fund's shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Portfolio Fund agrees to transfer all of its respective assets, as set forth in paragraph 1.2, to the Acquiring PortfolioFund, and the Acquiring Portfolio Fund agrees in exchange therefor: (i) to deliver to the Acquired Portfolio Fund the number of full and fractional Initial Class A, Class C and Service Class I Acquiring Portfolio Fund Shares, determined by dividing the value of the Acquired Portfolio’s Fund's net assetsassets with respect to each corresponding class (Class A, Class B, Class C and Class I, respectively (Class B shares of the Acquired Fund will be exchanged for Class A shares of the Acquiring Fund)), computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquiring Portfolio Fund Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all liabilities of the Acquired PortfolioFund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (“"Closing Date”"). 1.2 The assets of the Acquired Portfolio Fund to be acquired by the Acquiring Portfolio Fund shall consist of all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Portfolio Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Portfolio Fund on the Closing Date (collectively, “"Assets”"). 1.3 The Acquired Portfolio Fund will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. The Acquiring Portfolio Fund shall also assume all of the liabilities of the Acquired PortfolioFund, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, “"Liabilities”"). On or as soon as practicable prior to the Closing Date, the Acquired Portfolio Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4 Immediately after the transfer of assets provided for in paragraph 1.1, the Acquired Portfolio Fund will distribute to its respective shareholders of record with respect to each class of shares, determined as of immediately after the close of business on the Closing Date (“"Acquired Portfolio Fund Shareholders”"), on a pro rata basis within that class, the Acquiring Portfolio Fund Shares of the corresponding class received by the Acquired Portfolio Fund pursuant to paragraph 1.1, and will completely liquidate. Such distribution and liquidation will be accomplished, with respect to each class of the Acquired Portfolio’s Fund's shares, by the transfer of the Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the Acquired Portfolio Fund Shareholders. The aggregate net asset value of Initial Class A, Class C and Service Class I Acquiring Portfolio Fund Shares to be so credited to Initial Class A / Class B, Class C and Service Class I Acquired Portfolio Fund Shareholders, respectively, shall, with respect to each class, be equal to the aggregate net asset value of the shares of common stock of the Acquired Portfolio (“Acquired Portfolio Shares”) of the corresponding class owned by Acquired Portfolio Shareholders on the Closing Date. All issued and outstanding shares of the Acquired Portfolio will simultaneously be redeemed and canceled on the books of the Acquired Portfolio, although share certificates representing interests in Initial and Service Class shares of the Acquired Portfolio will represent a number of the corresponding class of Acquiring Portfolio Shares after the Closing Date, as determined in accordance with paragraph 2.3. The Acquiring Portfolio shall not issue certificates representing the Initial and Service Class Acquiring Portfolio Shares in connection with such exchange. 1.5 Ownership of Acquiring Portfolio Shares will be shown on the books of the Acquiring Portfolio. Shares of the Acquiring Portfolio will be issued in the manner described in the Acquiring Portfolio’s current prospectus. 1.6 Any reporting responsibility of the Acquired Portfolio, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“SEC”), any state securities commission, and any Federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio up to and including the Closing Date.the

Transfer of Assets of the Acquired. Portfolio Fund to the Acquiring Portfolio Fund in Exchange for Acquiring Portfolio Fund Shares, the Assumption of all of the Acquired PortfolioFund’s Liabilities and the Liquidation of the Acquired PortfolioFund 1.1 Subject to the requisite approval of the Acquired PortfolioFund’s shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Portfolio Fund agrees to transfer all of its respective assets, as set forth in paragraph 1.2, to the Acquiring PortfolioFund, and the Acquiring Portfolio Fund agrees in exchange therefor: (i) to deliver to the Acquired Portfolio Fund the number of full and fractional Initial Investor Class, Class A, Class B, Class C, Class I, Class R2 and Service Class R3 Acquiring Portfolio Fund Shares, determined by dividing the value of the Acquired PortfolioFund’s net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquiring Portfolio Fund Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all liabilities of the Acquired PortfolioFund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (“Closing Date”). 1.2 The assets of the Acquired Portfolio Fund to be acquired by the Acquiring Portfolio Fund shall consist of all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Portfolio Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Portfolio Fund on the Closing Date (collectively, “Assets”). 1.3 The Acquired Portfolio Fund will endeavor to discharge all of its liabilities and obligations prior to the Closing Date. The Acquiring Portfolio Fund shall also assume all of the liabilities of the Acquired PortfolioFund, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, the Acquired Portfolio Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4 Immediately after the transfer of assets provided for in paragraph 1.1, the Acquired Portfolio Fund will distribute to its respective shareholders of record with respect to each class of shares, determined as of immediately after the close of business on the Closing Date (“Acquired Portfolio Fund Shareholders”), on a pro rata basis within that class, the Acquiring Portfolio Fund Shares of the corresponding class received by the Acquired Portfolio Fund pursuant to paragraph 1.1, and will completely liquidate. Such distribution and liquidation will be accomplished, with respect to each class of the Acquired PortfolioFund’s shares, by the transfer of the Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the Acquired Portfolio Fund Shareholders. The aggregate net asset value of Initial Investor Class, Class A, Class B, Class C, Class I, Class R2 and Service Class R3 Acquiring Portfolio Fund Shares to be so credited to Initial Investor Class, Class A, Class B, Class C, Class I, Class R2 and Service Class R3 Acquired Portfolio Fund’ Shareholders, respectively, shall, with respect to each class, be equal to the aggregate net asset value of the shares of common stock beneficial interest of the Acquired Portfolio Fund (“Acquired Portfolio Fund Shares”) of the corresponding class owned by Acquired Portfolio Fund Shareholders on the Closing Date. All issued and outstanding shares of the Acquired Portfolio Fund will simultaneously be redeemed and canceled on the books of the Acquired PortfolioFund, although share certificates representing interests in Initial Investor Class, Class A, Class B, Class C, Class I, Class R2 and Service Class R3 shares of the Acquired Portfolio Fund will represent a number of the corresponding class of Acquiring Portfolio Fund Shares after the Closing Date, as determined in accordance with paragraph 2.3. The Acquiring Portfolio Fund shall not issue certificates representing the Initial Investor Class, Class A, Class B, Class C, Class I, Class R2 and Service Class R3 Acquiring Portfolio Fund Shares in connection with such exchange. 1.5 Ownership of Acquiring Portfolio Fund Shares will be shown on the books of the Acquiring PortfolioFund’s Transfer Agent, as defined in paragraph 3.3. Shares of the Acquiring Portfolio Fund will be issued in the manner described in the Acquiring PortfolioFund’s current prospectus. 1.6 Any reporting responsibility of the Acquired PortfolioFund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“SEC”), any state securities commission, and any Federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio Fund up to and including the Closing Date.

Transfer of Assets of the Acquired. Portfolio to the Acquiring Portfolio in Exchange for Acquiring Portfolio SharesFUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, the Assumption of all of the Acquired Portfolio’s Liabilities and the Liquidation of the Acquired PortfolioTHE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1 Subject to the requisite approval of by the Acquired Portfolio’s shareholders Fund Shareholders (as defined in paragraph 3.1 below) and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Portfolio Fund agrees to sell, assign, convey, transfer and deliver all of its respective assetsthe property and assets of the Acquired Fund, as set forth in paragraph 1.2, to the Acquiring PortfolioFund, and the Acquiring Portfolio Fund agrees in exchange therefortherefore: (ia) to deliver to the Acquired Portfolio Fund the number of full and fractional Initial and Service Class Acquiring Portfolio Shares, Fund Shares determined by dividing the value of the Acquired PortfolioFund’s net assetsassets with respect to each corresponding class of Acquired Fund Shares, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value (“NAV”) of one Acquiring Portfolio Fund Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (iib) to assume all liabilities of the Acquired PortfolioFund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (“Closing Date”). 1.2 The property and assets of New Century Portfolios attributable to the Acquired Portfolio Fund to be sold, assigned, conveyed transferred and delivered to and acquired by the Acquiring Portfolio Fund shall consist of all assets property and propertyassets, including, without limitation, all rights, cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Portfolio Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Portfolio Fund on the Closing Valuation Date as defined in paragraph 2.1 (collectively, “Assets”). The Acquired Fund will sell, assign, convey, transfer and deliver to the Acquiring Fund any rights, stock dividends, or other securities, if any, received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the Assets transferred, which rights, stock dividends, and other securities shall be deemed included in the Assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued, in which case any such stock dividends or other distribution that remain unpaid and/or have not been received by the Acquired Fund as of the Closing Date shall be included in the determination of the value of the Assets of the Acquired Fund acquired by the Acquiring Fund. 1.3 The Acquired Portfolio Fund will endeavor (i) make its best effort to discharge all of its known liabilities and obligations prior to the Closing Valuation Date and (ii) provide the Acquiring Fund with a Schedule to this Agreement listing any and all of the known liabilities and obligations of the Acquired Fund that were not discharged by the Valuation Date. The Acquiring Portfolio Fund shall also assume all of the liabilities of the Acquired PortfolioFund, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, the Acquired Portfolio Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gaingain (after reduction for any available capital loss carryover), if any, for the current taxable year through the Closing Date. 1.4 Immediately after following the transfer of assets provided for in actions contemplated by paragraph 1.1, the Trust shall take such actions necessary to complete the liquidation of the Acquired Portfolio will Fund. To complete the liquidation, the Trust, on behalf of the Acquired Fund, shall (a) distribute to its respective the Acquired Fund’s shareholders of record with respect to each class of shares, determined its shares as of immediately after the close of business on the Closing Date as defined in paragraph 3.1 (“Acquired Portfolio Fund Shareholders”), on a pro rata basis within that class, the Acquiring Portfolio Fund Shares of the corresponding class received by the Acquired Portfolio Fund pursuant to paragraph 1.1, and will (b) completely liquidateliquidate the Acquired Fund. Such distribution and liquidation will be accomplished, with respect to each class of the Acquired PortfolioFund’s shares, by the transfer of the Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the Acquired Portfolio Fund Shareholders. The aggregate net asset value NAV of Initial and Service Class Acquiring Portfolio Fund Shares to be so credited to Initial and Service Class Acquired Portfolio Shareholders, respectively, Fund Shareholders shall, with respect to each class, be equal to the aggregate net asset value of the shares of common stock NAV of the Acquired Portfolio (“Acquired Portfolio Shares”) Fund Shares of the corresponding class owned by Acquired Portfolio Fund Shareholders on the Closing Date. All issued and outstanding shares of the Acquired Portfolio Fund Shares will simultaneously be redeemed and canceled on the books of the Acquired Portfolio, although share certificates representing interests in Initial and Service Class shares of the Acquired Portfolio will represent a number of the corresponding class of Acquiring Portfolio Shares after the Closing Date, as determined in accordance with paragraph 2.3Fund. The Acquiring Portfolio shall Fund will not issue certificates representing the Initial and Service Class Acquiring Portfolio Fund Shares in connection with such exchangethe Reorganization. 1.5 Ownership of Acquiring Portfolio Fund Shares will be shown on the books of Ultimus Fund Solutions, LLC, the Acquiring Portfolio. Shares of the Acquiring Portfolio will be issued in the manner described in the Acquiring PortfolioFund’s current prospectustransfer agent. 1.6 Any reporting responsibility of the Acquired PortfolioFund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“SEC”)Commission, any state securities commission, and any Federalfederal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio up Fund. 1.7 As promptly as practicable following the Reorganization of the Acquired Fund, the Trust will take all necessary actions to effect its deregistration as a series of an investment company in accordance with the rules and including regulations of the Closing DateCommission and shall subsequently voluntarily dissolve in accordance with the requirements of Massachusetts law.

Transfer of Assets of the Acquired. Portfolio to the Acquiring Portfolio in Exchange for Acquiring Portfolio SharesFUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, the Assumption of all of the Acquired Portfolio’s Liabilities and the Liquidation of the Acquired PortfolioTHE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1 1.1. Subject to the requisite approval of the Acquired Portfolio’s Fund shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Portfolio Fund agrees to sell, assign, convey, transfer and deliver all of its respective assetsthe property and assets of the Acquired Fund, as set forth in paragraph 1.21.2 herein, to the Acquiring PortfolioFund, and the Acquiring Portfolio Fund agrees in exchange therefor: (i) to deliver to the Acquired Portfolio Fund the number of full and fractional Initial Class IA and Service Class IB Acquiring Portfolio Shares, Fund Shares determined by dividing the value of the Acquired PortfolioFund’s net assetsassets with respect to the corresponding class of Acquired Fund Shares, computed in the manner and as of the time and date set forth in paragraph 2.12.1 herein, by the net asset value of one Acquiring Portfolio Fund Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph 2.22.2 herein; and (ii) to assume all liabilities of the Acquired PortfolioFund, as set forth in paragraph 1.31.3 herein. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 herein (“Closing Date”). 1.2 1.2. The property and assets of Hartford Series Fund attributable to the Acquired Portfolio Fund to be acquired by the Acquiring Portfolio Fund shall consist of all assets property and propertyassets, including, without limitation, all rights, cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Portfolio Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Portfolio Fund on the Closing Valuation Date as defined in paragraph 2.1 (collectively, “Assets”). The Acquired Fund will sell, assign, convey, transfer and deliver to the Acquiring Fund any rights, stock dividends, or other securities received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued, in which case any such distribution that remains unpaid as of the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund. 1.3 1.3. The Acquired Portfolio Fund will endeavor make reasonable efforts to discharge all of its known liabilities and obligations prior to the Closing Valuation Date. The Acquiring Portfolio Fund shall also assume all of the liabilities of the Acquired PortfolioFund, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, the Acquired Portfolio Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4 1.4. Immediately after following the transfer actions contemplated by paragraph 1.1 herein, Hartford Series Fund shall take such actions necessary to complete the liquidation of assets provided for in paragraph 1.1, the Acquired Portfolio will Fund. To complete the liquidation, Hartford Series Fund, on behalf of the Acquired Fund, shall (a) distribute to its respective the Acquired Fund’s shareholders of record with respect to each class of shares, determined its shares as of immediately after the close of business on the Closing Date as defined in paragraph 3.1 herein (“Acquired Portfolio Fund Shareholders”), on a pro rata basis within that the class, the Acquiring Portfolio Fund Shares of the corresponding class received by the Acquired Portfolio Fund pursuant to paragraph 1.11.1 herein, and will (b) completely liquidate. Such distribution and liquidation will be accomplished, with respect to each class of the Acquired Portfolio’s Fund shares, by the transfer of the Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the Acquired Portfolio Fund Shareholders. The aggregate net asset value of Initial Class IA and Service Class IB Acquiring Portfolio Fund Shares to be so credited to Initial the Class IA and Service Class IB Acquired Portfolio Fund Shareholders, respectively, shall, with respect to each the class, be equal to the aggregate net asset value of the shares of common stock of the Acquired Portfolio (“Acquired Portfolio Shares”) Fund Shares of the corresponding class owned by Acquired Portfolio Fund Shareholders on the Closing Date. All issued and outstanding shares of the Acquired Portfolio Fund Shares will simultaneously be redeemed and canceled on the books of the Acquired PortfolioFund, although share shares certificates representing interests in Initial Class IA and Service Class shares of the IB Acquired Portfolio Fund Shares will thereafter represent a number of interests in the corresponding class of Acquiring Portfolio Fund Shares after the Closing Date, as determined in accordance with paragraph 2.3. The Acquiring Portfolio Fund shall not issue certificates representing the Initial Class IA and Service Class IB Acquiring Portfolio Fund Shares in connection with such exchangethe Reorganization. 1.5 1.5. Ownership of Acquiring Portfolio Fund Shares will be shown on the books of the Acquiring Portfolio. Shares of the Acquiring Portfolio will be issued Fund’s Transfer Agent, as defined in the manner described in the Acquiring Portfolio’s current prospectusparagraph 3.3 herein. 1.6 1.6. Any reporting responsibility of the Acquired PortfolioFund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“SECCommission”), any state securities commission, and any Federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio up to and including the Closing DateFund.

Transfer of Assets of the Acquired. Portfolio Funds to the Acquiring Portfolio New Funds in Exchange for Acquiring Portfolio New Fund Shares, the Assumption of all of the Acquired Portfolio’s Liabilities Funds’ Respective Liabilities, and the Liquidation of the Acquired PortfolioFunds 1.1 Subject to the requisite approval of the each Acquired PortfolioFund’s shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the each Acquired Portfolio Fund agrees to transfer all of its respective assets, as set forth in paragraph 1.2, to the Acquiring Portfoliocorresponding New Fund, as set forth in Exhibit 1 attached hereto, and each New Fund, which was organized solely for the Acquiring Portfolio purpose of acquiring all of the assets and assuming all of the liabilities of the corresponding Acquired Fund, agrees in exchange therefor: (i) to deliver to the Acquired Portfolio Fund the number of full and fractional Initial Investor Class, Advisor Class, I Class, and Service R Class Acquiring Portfolio SharesNew Fund Shares (as applicable), determined by dividing the value of the Acquired PortfolioFund’s net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquiring Portfolio New Fund Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all liabilities of the corresponding Acquired PortfolioFund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (“Closing Date”). 1.2 The assets of the Acquired Portfolio Fund to be acquired by the Acquiring Portfolio New Fund shall consist of all assets and propertyassets, including, without limitation, all portfolio holdings, cash, securitiescash equivalents, commodities commodities, interests in futures and futures interests and other financial instruments, claims (whether absolute or contingent, known or unknown), receivables (including dividends or interests receivable that are owned by interest and other receivables) and other assets belonging to the Acquired Portfolio Fund, and any deferred or prepaid expenses expenses, shown as an asset on the books of the Acquired Portfolio on Fund, as of the Closing Valuation Date (collectivelyas defined in paragraph 2.1), in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied from the Fund’s prior audited period (the “Assets”). 1.3 The Acquired Portfolio will endeavor to discharge all of its liabilities and obligations prior to the Closing Date. The Acquiring Portfolio corresponding New Fund shall also assume all of the liabilities of the Acquired PortfolioFund’s liabilities, expenses, costs, charges and reserves, whether accrued or contingent, known or unknown, existing at the Valuation Date Date, as defined in paragraph 2.1 (collectively, “Liabilities”). 1.4 On the Closing Date, each Acquired Fund will distribute, in complete liquidation, New Fund Shares to each Acquired Fund shareholder, determined as of the close of business on the Valuation Date, of the Acquired Fund pro rata in proportion to such shareholder’s beneficial interest and in exchange for that shareholder’s Acquired Fund shares. Such distribution will be accomplished by recording on the books of the New Fund, in the name of each Acquired Fund shareholder, the number of New Fund Shares representing the pro rata number of New Fund Shares received from the New Fund which is due to such Acquired Fund shareholder. Fractional New Fund Shares shall be rounded to the third place after the decimal point. 1.5 On or the Closing Date, any outstanding certificates representing Acquired Fund shares will be cancelled. The New Funds shall not issue certificates representing New Fund Shares in connection with such exchange, irrespective of whether Acquired Fund shareholders hold their Acquired Fund shares in certificated form. Ownership of New Fund Shares shall be recorded separately on the books of each New Fund’s transfer agent. 1.6 The legal existence of the Acquired Funds shall be terminated as soon promptly as reasonably practicable prior to after the Closing Date. After the Closing Date, the Acquired Portfolio Funds shall not conduct any business except in connection with their liquidation and termination. 1.7 Immediately prior to delivery to each Acquired Fund of corresponding New Fund Shares, X. Xxxx Price Associates, Inc. (“X. Xxxx Price”), as the sole stockholder of the New Funds, shall (i) elect the Directors of each New Fund; (ii) ratify the selection of the New Funds’ independent auditors; (iii) approve the investment advisory agreements for each New Fund, which will declare and pay be in substantially the same form as the investment advisory agreements in effect with respect to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard the corresponding Acquired Fund immediately prior to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4 Immediately after ; (iv) approve the transfer of assets provided 12b-1 plan for the New Funds (if applicable), which will be in paragraph 1.1, substantially the Acquired Portfolio will distribute to its respective shareholders of record same form as the 12b-1 plan in effect with respect to each class of shares, determined as of immediately after the close of business on the Closing Date (“Acquired Portfolio Shareholders”), on a pro rata basis within that class, the Acquiring Portfolio Shares of the corresponding class received by the Acquired Portfolio pursuant Fund immediately prior to paragraph 1.1, and will completely liquidate. Such distribution and liquidation will be accomplished, with respect to each class of the Acquired Portfolio’s shares, by the transfer of the Acquiring Portfolio Shares then credited to the account of the Acquired Portfolio on the books of the Acquiring Portfolio to open accounts on the share records of the Acquiring Portfolio in the names of the Acquired Portfolio Shareholders. The aggregate net asset value of Initial and Service Class Acquiring Portfolio Shares to be so credited to Initial and Service Class Acquired Portfolio Shareholders, respectively, shall, with respect to each class, be equal to the aggregate net asset value of the shares of common stock of the Acquired Portfolio (“Acquired Portfolio Shares”) of the corresponding class owned by Acquired Portfolio Shareholders on the Closing Date. All issued ; and outstanding shares of the Acquired Portfolio will simultaneously be redeemed and canceled on the books of the Acquired Portfolio, although share certificates representing interests in Initial and Service Class shares of the Acquired Portfolio will represent a number of the corresponding class of Acquiring Portfolio Shares after the Closing Date, as determined in accordance with paragraph 2.3. The Acquiring Portfolio shall not issue certificates representing the Initial and Service Class Acquiring Portfolio Shares in connection with such exchange. 1.5 Ownership of Acquiring Portfolio Shares will be shown on the books of the Acquiring Portfolio. Shares of the Acquiring Portfolio will be issued in the manner described in the Acquiring Portfolio’s current prospectus. 1.6 Any reporting responsibility of the Acquired Portfolio, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“SEC”), any state securities commission, and any Federal, state or local tax authorities or v) approve any other relevant regulatory authority, matter for which shareholder approval is and shall remain the responsibility of the Acquired Portfolio up to and including the Closing Daterequired.

Transfer of Assets of the Acquired. Portfolio to the Acquiring Portfolio in Exchange for Acquiring Portfolio SharesFUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES, the Assumption of all of the Acquired Portfolio’s Liabilities and the Liquidation of the Acquired PortfolioTHE ASSUMPTION OF ALL KNOWN ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1 1.1. Subject to the requisite approval of the Acquired Portfolio’s Fund shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Portfolio Fund agrees to transfer all of its respective the Acquired Fund's assets, as set forth in paragraph 1.2, to the Acquiring PortfolioFund, and the Acquiring Portfolio Fund agrees in exchange therefor: (i) to deliver to the Acquired Portfolio Fund the number of full and fractional Initial Class A, Class B, Class C and Service Class I Acquiring Portfolio Shares, Fund Shares determined by dividing the value of the Acquired Portfolio’s Fund's net assetsassets with respect to each class, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquiring Portfolio Fund Share of the corresponding same class, computed in the manner and as of the time and date set forth in paragraph 2.2; (ii) to deliver to the Acquired Fund the number of full and fractional Class A Acquiring Fund Shares determined by dividing the value of the Acquired Fund's net assets with respect to the Acquired Fund's Class M shares, computed in the manner and as of the time and date set forth paragraph 2.1, by the net asset value of one Acquiring Fund Share of Class A, computed in the manner and as of the time and date set forth in paragraph 2.2; and (iiiii) to assume all the liabilities of the Acquired PortfolioFund, as set forth in paragraph 1.3. Such transactions shall take place on the date of at the closing provided for in paragraph 3.1 (“Closing Date”the "Closing"). 1.2 1.2. The assets of the Acquired Portfolio Fund to be acquired by the Acquiring Portfolio Fund shall consist of all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Portfolio Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Portfolio Fund on the closing date provided for in paragraph 3.1 (the "Closing Date Date") (collectively, “"Assets”"). 1.3 1.3. The Acquired Portfolio Fund will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. The Acquiring Portfolio Fund shall also assume all of the liabilities of the Acquired PortfolioFund set forth in the Acquired Fund's Statement of Assets and Liabilities as of the Closing Date delivered by ING Investment Funds, whether accrued or contingenton behalf of the Acquired Fund, known or unknownto ING Series Fund, existing at on behalf of the Valuation Date as defined in Acquiring Fund, pursuant to paragraph 2.1 (collectively, “Liabilities”)7.2 hereof. On or as soon as practicable prior to the Closing Date, the Acquired Portfolio Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4 1.4. Immediately after the transfer of assets provided for in paragraph 1.1, the Acquired Portfolio will Fund will: (i) distribute to its respective the Acquired Fund's shareholders of record with respect to each class of its Class A, Class B, Class C and Class I shares, determined as of immediately after the close of business on the Closing Date Date, on a pro rata basis within each class, the Acquiring Fund Shares of the same class received by the Acquired Fund pursuant to paragraph 1.1, (“ii) distribute to the Acquired Portfolio Shareholders”)Fund's shareholders of record with respect to Class M shares, determined as of immediately after the close of business on the Closing Date, on a pro rata basis within that class, the Acquiring Portfolio Fund Shares of the corresponding class Class A received by the Acquired Portfolio Fund pursuant to paragraph 1.1, ; and will (iii) completely liquidate. Such distribution and liquidation will be accomplished, with respect to each class of the Acquired Portfolio’s Fund's shares, by the transfer of the Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the shareholders of record of each class of the Acquired Portfolio Fund's shares, determined as of immediately after the close of business on the Closing Date (the "Acquired Fund Shareholders"). The aggregate net asset value of Initial Class A, Class B, Class C and Service Class I Acquiring Portfolio Fund Shares to be so credited to Initial Class A, Class B, Class C and Service Class I Acquired Portfolio Shareholders, respectively, Fund Shareholders shall, with respect to each class, be equal to the aggregate net asset value of the Acquired Fund shares of common stock that same class owned by such shareholders on the Closing Date. The aggregate net asset value of Class A Acquiring Fund Shares to be so credited to Class M Acquired Fund Shareholders shall be equal to the aggregate net asset value of the Acquired Portfolio (“Acquired Portfolio Shares”) Fund shares of the corresponding class Class M owned by Acquired Portfolio Shareholders such shareholders on the Closing Date. All issued and outstanding Class A, Class B, Class C and Class I Acquired Fund shares of the Acquired Portfolio will simultaneously be redeemed and canceled on the books of the Acquired PortfolioFund, although share certificates representing interests in Initial Class A, Class B, Class C and Service Class I shares of the Acquired Portfolio Fund will represent a number of the corresponding same class of Acquiring Portfolio Fund Shares after the Closing Date, as determined in accordance with paragraph Section 2.3. All issued and outstanding Class M Acquired Fund shares will simultaneously be canceled on the books of the Acquired Fund, although share certificates representing interests in Class M shares of the Acquired Fund will represent a number of Class A Acquiring Fund Shares after the Closing Date, as determined in accordance with Section 2.3. The Acquiring Portfolio Fund shall not issue certificates representing the Initial Class A, Class B, Class C and Service Class I Acquiring Portfolio Fund Shares in connection with such exchange. 1.5 1.5. Ownership of Acquiring Portfolio Fund Shares will be shown on the books of the Acquiring Portfolio. Shares of the Acquiring Portfolio will be issued Fund's transfer agent, as defined in the manner described in the Acquiring Portfolio’s current prospectusparagraph 3.3. 1.6 1.6. Any reporting responsibility of the Acquired Portfolio, Fund including, but not limited to, the responsibility for filing of regulatory reports, tax returns, or other documents with the U.S. Securities and Exchange Commission (“SEC”the "Commission"), any state securities commission, and any Federalfederal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio up to and including the Closing DateFund.

Transfer of Assets of the Acquired. Portfolio Funds to the Acquiring Portfolio Funds in Exchange Consideration for Acquiring Portfolio Shares, Fund Shares and the Assumption of all of the All Acquired Portfolio’s Fund Liabilities and the Liquidation of the Acquired PortfolioFunds 1.1 Subject to the requisite approval of the Acquired Portfolio’s shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the each Acquired Portfolio Fund agrees to transfer to its corresponding Acquiring Fund as set forth on Schedule A hereto all of its respective assets, the Acquired Fund’s assets as set forth in paragraph section 1.2, to the and each Acquiring Portfolio, and the Acquiring Portfolio Fund agrees in exchange therefor: consideration therefor (i) to deliver to the its corresponding Acquired Portfolio the Fund that number of full and fractional Initial and Service Class Acquiring Portfolio Shares, Fund Shares determined by dividing the value of the Acquired PortfolioFund’s assets net assetsof any liabilities of the Acquired Fund, computed in the manner and as of the time and date set forth in paragraph section 2.1, by the net asset value of one an Acquiring Portfolio Share of the corresponding classFund Share, computed in the manner and as of the time and date set forth in paragraph section 2.2; and (ii) to assume all of the liabilities of the Acquired PortfolioFund. All Acquiring Fund Shares delivered to its corresponding Acquired Fund shall be delivered at net asset value without a sales load, as set forth in paragraph 1.3commission or other similar fee being imposed. Such transactions shall take place on the date of at the closing provided for in paragraph section 3.1 (the “Closing DateClosing”). 1.2 The assets of the each Acquired Portfolio Fund to be acquired by its corresponding Acquiring Fund (the Acquiring Portfolio “Assets”) shall consist of all assets and propertyas of the time of the Closing, including, without limitation, all cash, cash equivalents, securities, commodities and futures interests contracts and dividends or interests receivable interest or other receivables that are owned by the Acquired Portfolio Fund and any deferred or prepaid expenses shown as an asset on the books unaudited statement of assets and liabilities of such Acquired Fund to be prepared as of the effective time of the Closing in accordance with accounting principles generally accepted in the United States of America (“GAAP”) applied consistently with those of such Acquired Fund’s most recent audited statement of assets and liabilities. The Assets shall constitute at least 90% of the fair market value of the net assets, and at least 70% of the fair market value of the gross assets, held by the Acquired Fund immediately before the Closing (excluding for these purposes assets used to pay dividends and other distributions for the purpose of distributing all or substantially all of the Acquired Portfolio on Fund’s income and gains so as to avoid the Closing Date (collectively, “Assets”imposition of income or excise taxes). 1.3 The Each Acquired Portfolio Fund will endeavor endeavor, to the extent practicable, to discharge all of its liabilities and obligations that are accrued prior to the Closing Date. The Acquiring Portfolio shall also assume all of the liabilities of the Acquired Portfolio, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, the Acquired Portfolio will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing DateClosing. 1.4 Immediately after the transfer of assets Assets provided for in paragraph section 1.1, the each Acquired Portfolio Fund will distribute to its respective the Acquired Fund’s Initial Class shareholders of record with respect to each class of shares(the “Acquired Fund Shareholders”), determined as of immediately after the close time of business on the Closing Date (“Acquired Portfolio Shareholders”)such distribution, on a pro rata basis within that classbasis, the Acquiring Portfolio Fund Shares of the corresponding class received by the Acquired Portfolio Fund pursuant to paragraph 1.1, and will completely liquidatesection 1.1 in complete liquidation of the Acquired Fund. Such distribution and liquidation will be accomplished, accomplished with respect to each class of the Acquired Portfolio’s shares, Fund by the transfer of the Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the Acquired Portfolio Fund Shareholders. The Acquiring Funds shall have no obligation to inquire as to the validity, propriety or correctness of such records received from the Acquired Funds, but shall assume that such transaction is valid, proper and correct. The aggregate net asset value of Initial and Service Class Acquiring Portfolio Fund Shares to be so credited to Initial and Service Class Acquired Portfolio Fund Shareholders, respectively, shall, with respect to each class, shall be equal to the aggregate net asset value of the corresponding Acquired Fund shares of common stock owned by such shareholders as of the Acquired Portfolio Valuation Time (“Acquired Portfolio Shares”) of the corresponding class owned by Acquired Portfolio Shareholders on the Closing Dateas defined in Section 2.1). All issued and outstanding shares of the Acquired Portfolio Fund will simultaneously be redeemed and canceled cancelled on the books of the Acquired Portfolio, although share certificates representing interests in Initial and Service Class shares of the Acquired Portfolio will represent a number of the corresponding class of Acquiring Portfolio Shares after the Closing Date, as determined in accordance with paragraph 2.3Fund. The Acquiring Portfolio shall Fund will not issue certificates representing the Initial and Service Class Acquiring Portfolio Shares in connection with such exchangeFund Shares. 1.5 Ownership of Acquiring Portfolio Fund Shares will be shown on the books of the each Acquiring PortfolioFund. Shares of the each Acquiring Portfolio Fund will be issued in the manner described in the Acquiring PortfolioFund’s current prospectusmost recently effective prospectus and statement of additional information. 1.6 Any reporting responsibility of the each Acquired Portfolio, Fund including, but not limited towithout limitation, the responsibility for filing of regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (the “SECCommission”), any state securities commission, and any Federalfederal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of such Acquired Fund. 1.7 All books and records of each Acquired Fund, including, without limitation, all books and records required to be maintained under the Acquired Portfolio up Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations thereunder, shall be available to the corresponding Acquiring Fund from and including after the Closing DateDate and shall be turned over to the corresponding Acquiring Fund as soon as practicable following the Closing.

Transfer of Assets of the Acquired. Portfolio Fund to the Acquiring Portfolio Fund in Exchange for Acquiring Portfolio Fund Shares, the Assumption of all of the Acquired PortfolioFund’s Liabilities and the Liquidation of the Acquired PortfolioFund 1.1 Subject to the requisite approval of the Acquired Portfolio’s shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Portfolio Fund agrees to transfer all of its respective assets, as set forth in paragraph 1.2, to the Acquiring PortfolioFund, and the Acquiring Portfolio Fund agrees in exchange therefor: (i) to deliver to the Acquired Portfolio Fund the number of full and fractional Initial and Service Class Acquiring Portfolio Fund Shares, determined by dividing the value of the Acquired PortfolioFund’s net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquiring Portfolio Fund Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all liabilities of the Acquired PortfolioFund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (the “Closing Date”). 1.2 The assets of the Acquired Portfolio Fund to be acquired by the Acquiring Portfolio Fund shall consist of all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Portfolio Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Portfolio Fund on the Closing Date (collectively, the “Assets”). 1.3 The Acquired Portfolio Fund will endeavor to discharge all of its liabilities and obligations prior to the Closing Date. The Acquiring Portfolio Fund shall also assume all of the liabilities of the Acquired PortfolioFund, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, the “Liabilities”). On or as soon as practicable prior to the Closing Date, the Acquired Portfolio Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of the sum of its investment company taxable income (computed without regard to any deduction for dividends paid) and plus realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4 Immediately after the transfer of assets provided for in paragraph 1.1, the Acquired Portfolio Fund will distribute to its respective shareholders of record with respect to each class of shares, determined as of immediately after the close of business on the Closing Date (“Acquired Portfolio Fund Shareholders”), on a pro rata basis within that class, the Acquiring Portfolio Fund Shares of the corresponding class received by the Acquired Portfolio Fund pursuant to paragraph 1.1, 1.1 and will completely liquidate. Such distribution and liquidation will be accomplished, with respect to each class of the Acquired PortfolioFund’s shares, by the transfer of the Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the Acquired Portfolio Fund Shareholders. The aggregate net asset value of Initial and Service Class Acquiring Portfolio Fund Shares to be so credited to Initial and Service Class Acquired Portfolio Fund Shareholders, respectively, shall, with respect to each class, be equal to the aggregate net asset value of the shares of common stock beneficial interest of the Acquired Portfolio Fund (“Acquired Portfolio Fund Shares”) of the corresponding class owned by Acquired Portfolio Fund Shareholders on the Closing Date. All issued and outstanding shares of the Acquired Portfolio Fund will simultaneously be redeemed and canceled on the books of the Acquired PortfolioFund, although any share certificates representing interests in Initial and Service Class shares of the Acquired Portfolio Fund will represent a number of the corresponding class of Acquiring Portfolio Fund Shares after the Closing Date, as determined in accordance with paragraph 2.3. The Acquiring Portfolio Fund shall not issue certificates representing the Initial and Service Class Acquiring Portfolio Fund Shares in connection with such exchange. 1.5 Ownership of Acquiring Portfolio Fund Shares will be shown on the books of the Acquiring PortfolioFund’s Transfer Agent, as defined in paragraph 3.3. Shares of the Acquiring Portfolio Fund will be issued in the manner described in the Acquiring PortfolioFund’s current prospectus. 1.6 Any reporting responsibility of the Acquired PortfolioFund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the U.S. Securities and Exchange Commission (the “SEC”), any state securities commission, commission and any Federalfederal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio Fund up to and including the Closing Date.

Transfer of Assets of the Acquired. Portfolio Fund to the Acquiring Portfolio Fund in Exchange for Acquiring Portfolio Fund Shares, the Assumption of all of the Acquired PortfolioFund’s Liabilities and the Liquidation of the Acquired PortfolioFund 1.1 Subject to the requisite approval of the Acquired Portfolio’s shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Portfolio Fund agrees to transfer all of its respective assets, as set forth in paragraph 1.2, to the Acquiring PortfolioFund, and the Acquiring Portfolio Fund agrees in exchange therefor: (i) to deliver to the Acquired Portfolio Fund the number of full and fractional Initial and Service Class Acquiring Portfolio Fund Shares, determined by dividing the value of the Acquired PortfolioFund’s net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquiring Portfolio Fund Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all liabilities of the Acquired PortfolioFund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (the “Closing Date”). 1.2 The assets of the Acquired Portfolio Fund to be acquired by the Acquiring Portfolio Fund shall consist of all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Portfolio Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Portfolio Fund on the Closing Date (collectively, the “Assets”). 1.3 The Acquired Portfolio Fund will endeavor to discharge all of its liabilities and obligations prior to the Closing Date. The Acquiring Portfolio Fund shall also assume all of the liabilities of the Acquired PortfolioFund, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, the “Liabilities”). On or as soon as practicable prior to the Closing Date, the Acquired Portfolio Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of the sum of its investment company taxable income (computed without regard to any deduction for dividends paid) and plus realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4 Immediately after the transfer of assets provided for in paragraph 1.1, the Acquired Portfolio Fund will distribute to its respective shareholders of record with respect to each class of shares, determined as of immediately after the close of business on the Closing Date (“Acquired Portfolio Fund Shareholders”), on a pro rata basis within that class, the Acquiring Portfolio Fund Shares of the corresponding class received by the Acquired Portfolio Fund pursuant to paragraph 1.1, 1.1 and will completely liquidate. Such distribution and liquidation will be accomplished, with respect to each class of the Acquired PortfolioFund’s shares, by the transfer of the Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the Acquired Portfolio Fund Shareholders. The aggregate net asset value of Initial and Service Class Acquiring Portfolio Fund Shares to be so credited to Initial and Service Class Acquired Portfolio Fund Shareholders, respectively, shall, with respect to each class, be equal to the aggregate net asset value of the shares of common stock beneficial interest of the Acquired Portfolio Fund (“Acquired Portfolio Fund Shares”) of the corresponding class owned by Acquired Portfolio Fund Shareholders on the Closing Date. All issued and outstanding shares of the Acquired Portfolio Fund will simultaneously be redeemed and canceled on the books of the Acquired PortfolioFund, although any share certificates representing interests in Initial and Service Class shares of the Acquired Portfolio Fund will represent a number of the corresponding class of Acquiring Portfolio Fund Shares after the Closing Date, as determined in accordance with paragraph 2.3. The Acquiring Portfolio Fund shall not issue certificates representing the Initial and Service Class Acquiring Portfolio Fund Shares in connection with such exchange. 1.5 Ownership of Acquiring Portfolio Fund Shares will be shown on the books of the Acquiring PortfolioFund’s Transfer Agent, as defined in paragraph 3.3. Shares of the Acquiring Portfolio Fund will be issued in the manner described in the Acquiring PortfolioFund’s current prospectus. 1.6 Any reporting responsibility of the Acquired PortfolioFund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the U.S. Securities and Exchange Commission (the “SEC”), any state securities commission, commission and any Federalfederal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio Fund up to and including the Closing Date.

Transfer of Assets of the Acquired. Portfolio Fund to the Acquiring Portfolio Fund in Exchange for Acquiring Portfolio Fund Shares, the Assumption of all of the Acquired PortfolioFund’s Liabilities and the Liquidation of the Acquired PortfolioFund 1.1 Subject to the requisite approval of the Acquired Portfolio’s shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Portfolio Fund agrees to transfer all of its respective assets, as set forth in paragraph 1.2, to the Acquiring PortfolioFund, and the Acquiring Portfolio Fund agrees in exchange therefor: (i) to deliver to the Acquired Portfolio Fund the number of full and fractional Initial and Service Class Acquiring Portfolio Fund Shares, determined by dividing the value of the Acquired PortfolioFund’s net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquiring Portfolio Fund Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all liabilities of the Acquired PortfolioFund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (“Closing Date”). 1.2 The assets of the Acquired Portfolio Fund to be acquired by the Acquiring Portfolio Fund shall consist of all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Portfolio Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Portfolio Fund on the Closing Date (collectively, “Assets”). 1.3 The Acquired Portfolio Fund will endeavor to discharge all of its liabilities and obligations prior to the Closing Date. The Acquiring Portfolio Fund shall also assume all of the liabilities of the Acquired PortfolioFund, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, the Acquired Portfolio Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of the sum of its investment company taxable income (computed without regard to any deduction for dividends paid) and plus realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4 Immediately after the transfer of assets provided for in paragraph 1.1, the Acquired Portfolio Fund will distribute to its respective shareholders of record with respect to each class of shares, determined as of immediately after the close of business on the Closing Date (“Acquired Portfolio Fund Shareholders”), on a pro rata basis within that class, the Acquiring Portfolio Fund Shares of the corresponding class received by the Acquired Portfolio Fund pursuant to paragraph 1.1, and will completely liquidate. Such distribution and liquidation will be accomplished, with respect to each class of the Acquired PortfolioFund’s shares, by the transfer of the Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the Acquired Portfolio Fund Shareholders. The aggregate net asset value of Initial and Service Class Acquiring Portfolio Fund Shares to be so credited to Initial and Service Class Acquired Portfolio Fund Shareholders, respectively, shall, with respect to each class, be equal to the aggregate net asset value of the shares of common stock beneficial interest of the Acquired Portfolio Fund (“Acquired Portfolio Fund Shares”) of the corresponding class owned by Acquired Portfolio Fund Shareholders on the Closing Date. All issued and outstanding shares of the Acquired Portfolio Fund will simultaneously be redeemed and canceled on the books of the Acquired PortfolioFund, although any share certificates representing interests in Initial and Service Class shares of the Acquired Portfolio Fund will represent a number of the corresponding class of Acquiring Portfolio Fund Shares after the Closing Date, as determined in accordance with paragraph 2.3. The Acquiring Portfolio Fund shall not issue certificates representing the Initial and Service Class Acquiring Portfolio Fund Shares in connection with such exchange. 1.5 Ownership of Acquiring Portfolio Fund Shares will be shown on the books of the Acquiring PortfolioFund’s Transfer Agent, as defined in paragraph 3.3. Shares of the Acquiring Portfolio Fund will be issued in the manner described in the Acquiring PortfolioFund’s current prospectus. 1.6 Any reporting responsibility of the Acquired PortfolioFund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the U.S. Securities and Exchange Commission (“SEC”), any state securities commission, and any Federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio Fund up to and including the Closing Date.

Transfer of Assets of the Acquired. Portfolio Funds to the Acquiring Portfolio Funds in Exchange Consideration for Acquiring Portfolio Shares, Fund Shares and the Assumption of all of the All Acquired Portfolio’s Fund Liabilities and the Liquidation of the Acquired PortfolioFunds 1.1 Subject to the requisite approval of the Acquired Portfolio’s shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the each Acquired Portfolio Fund agrees to transfer to its corresponding Acquiring Fund as set forth on Schedule A hereto all of its respective assets, the Acquired Fund’s assets as set forth in paragraph section 1.2, to the and each Acquiring Portfolio, and the Acquiring Portfolio Fund agrees in exchange therefor: consideration therefor (i) to deliver to the its corresponding Acquired Portfolio the Fund that number of full and fractional Initial Institutional Class, Class T, Class T1, and Service Class L Acquiring Portfolio Shares, Fund Shares determined with respect to each class of shares by dividing the value of the Acquired PortfolioFund’s assets net assetsof any liabilities with respect to each class of shares of the Acquired Fund, computed in the manner and as of the time and date set forth in paragraph section 2.1, by the net asset value of one an Acquiring Portfolio Fund Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph section 2.2; and (ii) to assume all of the liabilities of the Acquired PortfolioFund. All Acquiring Fund Shares delivered to its corresponding Acquired Fund shall be delivered at net asset value without a sales load, as set forth in paragraph 1.3commission or other similar fee being imposed. Such transactions shall take place on the date of at the closing provided for in paragraph section 3.1 (the “Closing DateClosing”). 1.2 The assets of the each Acquired Portfolio Fund to be acquired by its corresponding Acquiring Fund (the Acquiring Portfolio “Assets”) shall consist of all assets and propertyas of the time of the Closing, including, without limitation, all cash, cash equivalents, securities, commodities and futures interests contracts and dividends or interests receivable interest or other receivables that are owned by the Acquired Portfolio Fund and any deferred or prepaid expenses shown as an asset on the books unaudited statement of assets and liabilities of such Acquired Fund to be prepared as of the effective time of the Closing in accordance with accounting principles generally accepted in the United States of America (“GAAP”) applied consistently with those of such Acquired Fund’s most recent audited statement of assets and liabilities. The Assets shall constitute at least 90% of the fair market value of the net assets, and at least 70% of the fair market value of the gross assets, held by the Acquired Fund immediately before the Closing (excluding for these purposes assets used to pay dividends and other distributions to distribute all or substantially all of the Acquired Portfolio on Fund’s income and gains so as to avoid the Closing Date (collectively, “Assets”imposition of income or excise taxes). 1.3 The Each Acquired Portfolio Fund will endeavor endeavor, to the extent practicable, to discharge all of its liabilities and obligations that are accrued prior to the Closing Date. The Acquiring Portfolio shall also assume all of the liabilities of the Acquired Portfolio, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, the Acquired Portfolio will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing DateClosing. 1.4 Immediately after the transfer of assets Assets provided for in paragraph section 1.1, the each Acquired Portfolio Fund will distribute to its respective the Acquired Fund’s Institutional Class, Class T, Class T1, and Class L shareholders of record with respect to each class of shares(the “Acquired Fund Shareholders”), determined as of immediately after prior to the close of business on the Closing Date (“Acquired Portfolio Shareholders”)Closing, on a pro rata basis within that classbasis, the Acquiring Portfolio Shares of the corresponding class of the Acquiring Fund Shares received by the Acquired Portfolio Fund pursuant to paragraph 1.1, and will completely liquidatesection 1.1 in complete liquidation of the Acquired Fund. Such distribution and liquidation will be accomplished, accomplished with respect to each class of the Acquired Portfolio’s shares, Fund by the transfer of the Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the Acquired Portfolio Fund Shareholders. The Acquiring Funds shall have no obligation to inquire as to the validity, propriety or correctness of such records received from the Acquired Funds, but shall assume that such transaction is valid, proper and correct. The aggregate net asset value of Initial Institutional Class, Class T, Class T1, and Service Class L Acquiring Portfolio Fund Shares to be so credited to Initial and Service Class Acquired Portfolio Fund Shareholders, respectively, shall, with respect to each class, shall be equal to the aggregate net asset value of the shares of common stock corresponding class of the Acquired Portfolio (“Acquired Portfolio Shares”) Fund shares owned by such shareholders as of the corresponding class owned by Acquired Portfolio Shareholders on the Closing DateValuation Time (as defined in Section 2.1). All issued and outstanding shares of the Acquired Portfolio Fund will simultaneously be redeemed and canceled cancelled on the books of the Acquired Portfolio, although share certificates representing interests in Initial and Service Class shares of the Acquired Portfolio will represent a number of the corresponding class of Acquiring Portfolio Shares after the Closing Date, as determined in accordance with paragraph 2.3Fund. The Acquiring Portfolio shall Fund will not issue certificates representing the Initial and Service Class Acquiring Portfolio Shares in connection with such exchangeFund Shares. 1.5 Ownership of Acquiring Portfolio Fund Shares will be shown on the books of the each Acquiring PortfolioFund. Shares of the each Acquiring Portfolio Fund will be issued in the manner described in the Acquiring PortfolioFund’s current prospectusmost recently effective prospectus and statement of additional information. 1.6 Any reporting responsibility of the each Acquired Portfolio, Fund including, but not limited towithout limitation, the responsibility for filing of regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (the “SECCommission”), any state securities commission, and any Federalfederal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio up Fund. 1.7 All books and records of each Acquired Fund, including, without limitation, all books and records required to be maintained under the Investment Company Act of 1940, as amended (the “1940 Act”), and including the rules and regulations thereunder, shall be available to the Acquiring Fund from and after the Closing DateDate and shall be turned over to the corresponding Acquiring Fund as soon as practicable following the Closing.

Transfer of Assets of the Acquired. Portfolio to the Acquiring Portfolio in Exchange for Acquiring Portfolio SharesFUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, the Assumption of all of the Acquired Portfolio’s Liabilities and the Liquidation of the Acquired PortfolioASSUMPTION OF ALL LIABILITIES OF THE ACQUIRED FUND AND LIQUIDATION AND TERMINATION OF THE ACQUIRED FUND 1.1 Subject to the requisite approval of the Acquired Portfolio’s shareholders approvals and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Portfolio Entity, on behalf of the Acquired Fund, agrees to assign, convey, transfer and deliver all of its respective assetsproperty and assets attributable to the Acquired Fund, as set forth in paragraph 1.2, to the Acquiring PortfolioFund, and the Acquiring Portfolio Entity, on behalf of the Acquiring Fund, agrees in exchange therefor: (ia) to deliver to the Acquired Portfolio Fund the number of full and fractional Initial shares of each class of Acquiring Fund Shares corresponding to a class of Acquired Fund Shares as of the time and Service Class Acquiring Portfolio Shares, date set forth in paragraph 3.1 determined by dividing the value of the Acquired PortfolioEntity’s net assets, assets with respect to that class of Acquired Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.1, ) by the net asset value of one Acquiring Portfolio Share share of the corresponding class, class of Acquiring Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.2); and (iib) to assume all liabilities of the Acquired Portfolio, Fund as set forth in paragraph 1.31.2. Such transactions shall take place on the a closing date of the closing as provided for in paragraph 3.1 (the “Closing Date”). Exhibit A attached hereto shows the Acquiring Fund and its classes of shares and the Acquired Fund and its corresponding classes of shares. For purposes of this Agreement, each class of shares of the Acquired Fund as set forth on Exhibit A corresponds to the class of shares of the Acquiring Fund as set forth on such Exhibit, the term “Acquiring Fund Shares” should be read to include each such class of shares of the Acquiring Fund, and the term “Acquired Fund Shares” should be read to include each such class of shares of the Acquired Fund. 1.2 The property and assets of the Acquired Portfolio Entity attributable to the Acquired Fund to be assigned, conveyed, transferred and delivered to and acquired by the Acquiring Portfolio Entity, on behalf of the Acquiring Fund, shall consist of all assets and propertyproperty of every kind and nature of the Acquired Fund, including, without limitation, all rights, receivables (including dividend, interest and other receivables), cash, cash equivalents, claims (whether absolute or contingent, known or unknown), securities, commodities and futures interests interests, good will and dividends or interests receivable that are owned by the Acquired Portfolio and other intangible property, any deferred or prepaid expenses shown as an asset on the books of and all interests, rights, privileges and powers, the Acquired Portfolio on Fund owns at the Closing Valuation Date (as defined in paragraph 2.1) (collectively, “Assets”). 1.3 The Acquired Portfolio will endeavor to discharge all of its liabilities and obligations prior to the Closing Date. The Acquiring Portfolio Entity, on behalf of the Acquiring Fund, shall also assume all of the liabilities and obligations of the Acquired PortfolioFund, including, without limitation, all indemnification obligations of the Acquired Fund with respect to the current and former members of the Acquired Entity Board and officers of the Acquired Entity, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, “Liabilities”). On or as soon as practicable prior The Acquired Fund will promptly assign, convey, transfer and deliver to the Closing DateAcquiring Entity, on behalf of the Acquiring Fund, any rights, stock dividends, cash dividends or other securities received by the Acquired Portfolio will declare and pay to its shareholders of record one Fund after the Closing Date as stock dividends, cash dividends or more dividends and/or other distributions so that it will have distributed substantially all (on or with respect to the property and assets transferred, which rights, stock dividends, cash dividends and other securities shall be deemed included in no event less than 98%) the property and assets transferred to the Acquiring Entity, on behalf of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gainthe Acquiring Fund, if any, for the current taxable year through at the Closing Date.Date and shall not be separately valued, in which case any such distribution that remains unpaid as of the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Entity on behalf of the Acquiring Fund 1.4 1.3 Immediately after following the transfer of assets provided for in actions contemplated by paragraph 1.1, the Acquired Portfolio will Entity shall take such actions as may be necessary or appropriate to complete the liquidation of the Acquired Fund. To complete the liquidation, the Acquired Entity, on behalf of the Acquired Fund, shall (a) distribute to its respective the shareholders of record with respect to each class of shares, determined the Acquired Fund Shares as of immediately after the close of business on the Closing Date (“Acquired Portfolio Fund Shareholders”), on a pro rata basis within that classbasis, the Acquiring Portfolio Fund Shares of the corresponding class of the Acquiring Fund received by the Acquired Portfolio Entity, on behalf of the Acquired Fund, pursuant to paragraph 1.1, in complete liquidation of the Acquired Fund and will completely liquidatein complete redemption of the Acquired Fund Shares, and (b) terminate the Acquired Fund in accordance with applicable state law. Such distribution and liquidation will redemption shall be accomplished, with respect to each class of the Acquired Portfolio’s sharesFund Shares, by the transfer of the corresponding class of Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the Acquired Portfolio Fund Shareholders. The aggregate net asset value of Initial and Service Class each class of Acquiring Portfolio Fund Shares to be so credited to Initial and Service Class each Acquired Portfolio Shareholders, respectively, shall, with respect to each class, Fund Shareholder holding Acquired Fund Shares of the corresponding class shall be equal to the aggregate net asset value of the shares Acquired Fund Shares of common stock of the Acquired Portfolio (“Acquired Portfolio Shares”) of the that corresponding class owned by that Acquired Portfolio Shareholders Fund Shareholder on the Closing Date. All issued and outstanding shares of the Acquired Portfolio Fund Shares will simultaneously be redeemed and canceled on the books of the Acquired Portfolio, although share certificates representing interests in Initial and Service Class shares of the Acquired Portfolio will represent a number of the corresponding class of Acquiring Portfolio Shares after the Closing Date, as determined in accordance with paragraph 2.3Fund. The Acquiring Portfolio Fund shall not issue certificates representing the Initial and Service Class any class of Acquiring Portfolio Fund Shares in connection with such exchange. 1.5 1.4 Ownership of Acquiring Portfolio Fund Shares will be shown on the books of the Acquiring Portfolio. Shares of Fund as maintained by the Acquiring Portfolio will be issued in the manner described in the Acquiring PortfolioFund’s current prospectustransfer agent. 1.6 1.5 Any reporting responsibility of the Acquired PortfolioFund, including, but not limited to, the responsibility for filing regulatory reports, tax returnsreturns for periods ending on or prior to the Closing Date, or other documents with the Securities and Exchange Commission (“SECCommission”), any state securities commission, and any Federalfederal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio up Entity, on behalf of the Acquired Fund. The Acquiring Entity shall fully cooperate to and including the Closing Dateextent necessary or desirable for these responsibilities to be discharged.

Transfer of Assets of the Acquired. Portfolio Fund to the Acquiring Portfolio Fund in Exchange for Acquiring Portfolio Fund Shares, the Assumption of all of the Acquired PortfolioFund’s Liabilities and the Liquidation of the Acquired PortfolioFund 1.1 Subject to the requisite approval of the Acquired Portfolio’s shareholders approvals and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Portfolio Fund agrees to transfer all of its respective assets, as set forth in paragraph 1.2, to the Acquiring PortfolioFund, and the Acquiring Portfolio Fund agrees in exchange therefor: (i) to deliver to the Acquired Portfolio Fund the number of full and fractional Initial Investor Class, Class A, Class C, and Service Class I Acquiring Portfolio SharesFund Shares (as applicable), determined by dividing the value of the Acquired PortfolioFund’s net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquiring Portfolio Fund Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all liabilities of the Acquired PortfolioFund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (“Closing Date”). 1.2 The assets of the Acquired Portfolio Fund to be acquired by the Acquiring Portfolio Fund shall consist of all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Portfolio Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Portfolio Fund on the Closing Date (collectively, “Assets”). 1.3 The Acquired Portfolio Fund will endeavor to discharge all of its liabilities and obligations prior to the Closing Date. The Acquiring Portfolio Fund shall also assume all of the liabilities of the Acquired PortfolioFund, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, the Acquired Portfolio will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4 Immediately after the transfer of assets provided for in paragraph 1.1, the Acquired Portfolio Fund will distribute to its respective shareholders of record with respect to each class of shares, determined as of immediately after the close of business on the Closing Date (“Acquired Portfolio Fund Shareholders”), on a pro rata basis within that class, the Acquiring Portfolio Fund Shares of the corresponding class received by the Acquired Portfolio Fund pursuant to paragraph 1.1, and will completely liquidate. Such distribution and liquidation will be accomplished, with respect to each class of the Acquired PortfolioFund’s shares, by the transfer of the Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the Acquired Portfolio Fund Shareholders. The aggregate net asset value of Initial Investor Class, Class A, Class C, and Service Class I Acquiring Portfolio Fund Shares (as applicable), to be so credited to Initial Investor Class, Class A, Class C, and Service Class I Acquired Portfolio Fund Shareholders, respectively, shall, with respect to each class, be equal to the aggregate net asset value of the shares of common stock of the Acquired Portfolio Fund (“Acquired Portfolio Fund Shares”) of the corresponding class owned by Acquired Portfolio Fund Shareholders on the Closing Date. All issued and outstanding shares of the Acquired Portfolio Fund will simultaneously be redeemed and canceled on the books of the Acquired PortfolioFund, although share certificates representing interests in Initial Investor Class, Class A, Class C, and Service Class I shares of the Acquired Portfolio Fund will represent a number of the corresponding class of Acquiring Portfolio Fund Shares after the Closing Date, as determined in accordance with paragraph 2.3. The Acquiring Portfolio Fund shall not issue certificates representing the Initial Investor Class, Class A, Class C, and Service Class I Acquiring Portfolio Fund Shares in connection with such exchange. 1.5 Ownership of Acquiring Portfolio Fund Shares will be shown on the books of the Acquiring PortfolioFund’s Transfer Agent, as defined in paragraph 3.3. Shares of the Acquiring Portfolio Fund will be issued in the manner described in the Acquiring PortfolioFund’s current prospectus. 1.6 Any reporting responsibility of the Acquired PortfolioFund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“SEC”), any state securities commission, and any Federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio Fund up to and including the Closing Date.

Transfer of Assets of the Acquired. Portfolio to the Acquiring Portfolio in Exchange for Acquiring Portfolio Shares, the Assumption of all of the Acquired Portfolio’s Liabilities and the Liquidation of the Acquired PortfolioFUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES AND THE ASSUMPTION OF STATED ACQUIRED FUND LIABILITIES; LIQUIDATION OF THE ACQUIRED FUND 1.1 Subject to the requisite approval of the Acquired Portfolio’s shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, Bxxxxxx agrees to cause the Acquired Portfolio agrees Fund to transfer to the Acquiring Fund substantially all of its respective assetsthe Acquired Fund’s assets as set forth in section 1.2, and the Acquiring Fund agrees in exchange therefore to (a) deliver to the Acquired Fund that number of full and fractional Acquiring Fund Shares computed in the manner set forth in section 2.3 and (b) assume stated liabilities of the Acquired Fund as set forth in paragraph 1.2, to the Acquiring Portfolio, and the Acquiring Portfolio agrees in exchange therefor: (i) to deliver to the Acquired Portfolio the number of full and fractional Initial and Service Class Acquiring Portfolio Shares, determined by dividing the value of the Acquired Portfolio’s net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquiring Portfolio Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all liabilities of the Acquired Portfolio, as set forth in paragraph 1.31.4. Such transactions shall take place on the date of at the closing provided for in paragraph section 3.1 (“Closing DateClosing”). 1.2 The Except for those assets listed Schedule A, the assets of the Acquired Portfolio Fund to be acquired by the Acquiring Portfolio Fund (“Assets”) shall consist of all assets and propertyassets, including, without limitation, all cash, cash equivalents, securities, commodities and futures interests and dividends or interests receivable interest or other receivables that are owned by the Acquired Portfolio and any deferred or prepaid expenses Fund shown as an asset on the books balance sheet of the Acquired Portfolio on Fund prepared as of the Closing Valuation Date (collectivelyas defined in section 2.1), prepared in accordance with generally accepted accounting principles (“AssetsGAAP”)) applied consistently with those of the Acquired Fund’s most recent audited balance sheet. 1.3 The Bxxxxxx shall cause the Acquired Portfolio Fund to pay or cause to be paid to the Acquiring Fund any interest or dividends received on or after the Closing with respect to securities or other instruments transferred to the Acquiring Fund hereunder. Bxxxxxx will endeavor cause the Acquired Fund to discharge all transfer to the Acquiring Fund any distributions, rights, stock dividends or other securities received by the Acquired Fund after the Closing as distributions on or with respect to the securities or other instruments transferred, which shall be deemed included in the Assets and shall not be separately valued, unless the securities in respect of its liabilities and obligations which such distribution is made shall have gone “ex” prior to the Valuation Date, in which case any such distribution that remains unpaid at the Closing Date. shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund. 1.4 The Acquiring Portfolio Fund shall also assume all of the only those liabilities of the Acquired Portfolio, whether accrued or contingent, known or unknown, Fund existing at the Valuation Date as defined and set forth in paragraph 2.1 Schedule B hereto (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, the Acquired Portfolio will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4 1.5 Immediately after the transfer of assets Assets in exchange for the Acquiring Fund Shares and the assumption of Liabilities provided for in paragraph 1.1section 1.1 (“Distribution Time”), Bxxxxxx shall cause the Acquired Portfolio will Fund to distribute to its respective shareholders of record with respect to each class of sharesthe Acquired Fund Beneficial Owners, determined as of immediately after the close of business on the Closing Valuation Date (“Participating Acquired Portfolio ShareholdersFund Beneficial Owners”), on a pro rata basis within that classin the proportion of the aggregate net asset value of Acquired Fund Interests held by the Acquired Fund Beneficial Owners, the Acquiring Portfolio Fund Shares of the corresponding class received by the Acquired Portfolio Fund pursuant to paragraph Section 1.1, and will completely liquidate. Such distribution and liquidation (“Distribution”) will be accomplished, with respect to each class of the Acquired Portfolio’s shares, accomplished by the transfer of the Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the Participating Acquired Portfolio ShareholdersFund Beneficial Owners. The aggregate net asset value of Initial and Service Class Acquiring Portfolio Fund Shares to be so credited to Initial and Service Class the Participating Acquired Portfolio Shareholders, respectively, shall, with respect to each class, Fund Beneficial Owners shall be equal to the aggregate net asset value at the Valuation Date of the shares Assets less the amount of common stock of the Acquired Portfolio (“Acquired Portfolio Shares”) of the corresponding class owned by Acquired Portfolio Shareholders on the Closing DateLiabilities. All issued and outstanding shares of interests in the Acquired Portfolio Fund will simultaneously be redeemed and canceled cancelled on the books of the Acquired Portfolio, although share certificates representing interests in Initial and Service Class shares of the Acquired Portfolio will represent a number of the corresponding class of Acquiring Portfolio Shares after the Closing Date, as determined in accordance with paragraph 2.3Fund. The Acquiring Portfolio shall Fund will not issue certificates representing the Initial and Service Class Acquiring Portfolio Fund Shares in connection with such exchangethe Exchange. 1.5 1.6 Ownership of Acquiring Portfolio Fund Shares will be shown on the books of the Acquiring PortfolioFund. Shares of the Acquiring Portfolio Fund will be issued in the manner described in the Acquiring PortfolioFund’s then-current prospectusprospectus and statement of additional information in its Registration Statement on Form N-1A (“Prospectus”). 1.6 1.7 As soon as is reasonably practicable after the Distribution, Bxxxxxx shall ensure that the Acquired Fund shall be completely liquidated. The Acquired Fund shall not conduct any business on and after the Closing Date except in connection with its dissolution, liquidation, and termination of its business. 1.8 Any reporting responsibility of the Acquired Portfolio, Fund including, but not limited to, the responsibility for filing of regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“SECCommission”), any state securities commission, and any Federalfederal, state or local tax authorities authorities, or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio up Fund as determined and directed by Bxxxxxx. 1.9 Bxxxxxx shall cause all books and records of the Acquired Fund to be available to the Acquiring Fund from and including after the Closing Date and shall cause such books and records to be turned over to the Acquiring Fund as soon as practicable following the Closing Date.

Transfer of Assets of the Acquired. Portfolio Fund to the Acquiring Portfolio Fund in Exchange for Acquiring Portfolio Fund Shares, the Assumption of all of the Acquired PortfolioFund’s Liabilities and the Liquidation of the Acquired PortfolioFund 1.1 Subject to the requisite approval of the Acquired PortfolioFund’s shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Portfolio Fund agrees to transfer all of its respective assets, as set forth in paragraph 1.2, to the Acquiring PortfolioFund, and the Acquiring Portfolio Fund agrees in exchange therefor: (i) to deliver to the Acquired Portfolio Fund the number of full and fractional Initial Investor Class, Class A, Class B, Class C and Service Class I Acquiring Portfolio Fund Shares, determined by dividing the value of the Acquired PortfolioFund’s net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquiring Portfolio Fund Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all liabilities of the Acquired PortfolioFund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (“Closing Date”). 1.2 The assets of the Acquired Portfolio Fund to be acquired by the Acquiring Portfolio Fund shall consist of all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Portfolio Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Portfolio Fund on the Closing Date (collectively, “Assets”). 1.3 The Acquired Portfolio Fund will endeavor to discharge all of its liabilities and obligations prior to the Closing Date. The Acquiring Portfolio Fund shall also assume all of the liabilities of the Acquired PortfolioFund, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, the Acquired Portfolio Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4 Immediately after the transfer of assets provided for in paragraph 1.1, the Acquired Portfolio Fund will distribute to its respective shareholders of record with respect to each class of shares, determined as of immediately after the close of business on the Closing Date (“Acquired Portfolio Fund Shareholders”), on a pro rata basis within that class, the Acquiring Portfolio Fund Shares of the corresponding class received by the Acquired Portfolio Fund pursuant to paragraph 1.1, and will completely liquidate. Such distribution and liquidation will be accomplished, with respect to each class of the Acquired PortfolioFund’s shares, by the transfer of the Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the Acquired Portfolio Fund Shareholders. The aggregate net asset value of Initial Investor Class, Class A, Class B, Class C and Service Class I Acquiring Portfolio Fund Shares to be so credited to Initial Investor Class, Class A, Class B, Class C and Service Class I Acquired Portfolio Fund’ Shareholders, respectively, shall, with respect to each class, be equal to the aggregate net asset value of the shares of common stock of the Acquired Portfolio Fund (“Acquired Portfolio Fund Shares”) of the corresponding class owned by Acquired Portfolio Fund Shareholders on the Closing Date. All issued and outstanding shares of the Acquired Portfolio Fund will simultaneously be redeemed and canceled on the books of the Acquired PortfolioFund, although share certificates representing interests in Initial Investor Class, Class A, Class B, Class C and Service Class I shares of the Acquired Portfolio Fund will represent a number of the corresponding class of Acquiring Portfolio Fund Shares after the Closing Date, as determined in accordance with paragraph 2.3. The Acquiring Portfolio Fund shall not issue certificates representing the Initial Investor Class, Class A, Class B, Class C and Service Class I Acquiring Portfolio Fund Shares in connection with such exchange. 1.5 Ownership of Acquiring Portfolio Fund Shares will be shown on the books of the Acquiring PortfolioFund’s Transfer Agent, as defined in paragraph 3.3. Shares of the Acquiring Portfolio Fund will be issued in the manner described in the Acquiring PortfolioFund’s current prospectus. 1.6 Any reporting responsibility of the Acquired PortfolioFund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“SEC”), any state securities commission, and any Federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio Fund up to and including the Closing Date.

Transfer of Assets of the Acquired. Portfolio to the Acquiring Portfolio in Exchange for Acquiring Portfolio SharesFUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, the Assumption of all of the Acquired Portfolio’s Liabilities and the Liquidation of the Acquired PortfolioTHE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1 1.1. Subject to the requisite approval of the Acquired Portfolio’s Fund shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Portfolio Fund agrees to transfer all of its respective the Acquired Fund's assets, as set forth in paragraph 1.2, to the Acquiring PortfolioFund, and the Acquiring Portfolio Fund agrees in exchange therefor: (i) to deliver to the Acquired Portfolio Fund the number of full and fractional Initial Class A, Class B, Class C and Service Class Y Acquiring Portfolio Fund Shares, determined by dividing the value of the Acquired Portfolio’s Fund's net assetsassets with respect to each corresponding class (Class A, Class B, Class C and Class Y, respectively), computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquiring Portfolio Fund Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all liabilities of the Acquired PortfolioFund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (“"Closing Date”"). 1.2 1.2. The assets of the Acquired Portfolio Fund to be acquired by the Acquiring Portfolio Fund shall consist of all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Portfolio Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Portfolio Fund on the Closing Date (collectively, “"Assets”"). 1.3 1.3. The Acquired Portfolio Fund will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. The Acquiring Portfolio Fund shall also assume all of the liabilities of the Acquired PortfolioFund, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, “"Liabilities”"). On or as soon as practicable prior to the Closing Date, the Acquired Portfolio Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4 1.4. Immediately after the transfer of assets provided for in paragraph 1.1, the Acquired Portfolio Fund will distribute to its respective the Acquired Fund's shareholders of record with respect to each class of its shares, determined as of immediately after the close of business on the Closing Date (“"Acquired Portfolio Fund Shareholders”"), on a pro rata basis within that class, the Acquiring Portfolio Fund Shares of the corresponding class received by the Acquired Portfolio Fund pursuant to paragraph 1.1, and will completely liquidate. Such distribution and liquidation will be accomplished, with respect to each class of the Acquired Portfolio’s Fund's shares, by the transfer of the Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the Acquired Portfolio Fund Shareholders. The aggregate net asset value of Initial Class A, Class B, Class C and Service Class Y Acquiring Portfolio Fund Shares to be so credited to Initial Class A, Class B, Class C and Service Class Y Acquired Portfolio Fund Shareholders, respectively, shall, with respect to each class, be equal to the aggregate net asset value of the shares of common stock ($0.01 par value per share) of the Acquired Portfolio Fund (“"Acquired Portfolio Fund Shares”") of the corresponding class owned by Acquired Portfolio Fund Shareholders on the Closing Date. All issued and outstanding shares of the Acquired Portfolio Fund will simultaneously be redeemed and canceled on the books of the Acquired PortfolioFund, although share shares certificates representing interests in Initial Class A, Class B, Class C and Service Class Y shares of the Acquired Portfolio Fund will represent a number of the corresponding class of Acquiring Portfolio Fund Shares after the Closing Date, as determined in accordance with paragraph Section 2.3. The Acquiring Portfolio Fund shall not issue certificates representing the Initial Class A, Class B, Class C and Service Class Y Acquiring Portfolio Fund Shares in connection with such exchange. 1.5 1.5. Ownership of Acquiring Portfolio Fund Shares will be shown on the books of the Acquiring Portfolio. Shares of the Acquiring Portfolio will be issued Fund's Transfer Agent, as defined in the manner described in the Acquiring Portfolio’s current prospectusparagraph 3.3. 1.6 1.6. Any reporting responsibility of the Acquired Portfolio, Fund including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“SEC”"Commission"), any state securities commission, and any Federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio up to and including the Closing DateFund.

Transfer of Assets of the Acquired. Portfolio Fund to the Acquiring Portfolio Fund in Exchange for Acquiring Portfolio Fund Shares, the Assumption of all of the Acquired PortfolioFund’s Liabilities and the Liquidation of the Acquired PortfolioFund 1.1 Subject to the requisite approval of the Acquired PortfolioFund’s shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Portfolio Fund agrees to transfer all of its respective assets, as set forth in paragraph 1.2, to the Acquiring PortfolioFund, and the Acquiring Portfolio Fund agrees in exchange therefor: (i) to deliver to the Acquired Portfolio Fund the number of full and fractional Initial and Service Class I Acquiring Portfolio Fund Shares, determined by dividing the value of the Acquired PortfolioFund’s net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquiring Portfolio Fund Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all liabilities of the Acquired PortfolioFund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (“Closing Date”). 1.2 The assets of the Acquired Portfolio Fund to be acquired by the Acquiring Portfolio Fund shall consist of all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Portfolio Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Portfolio Fund on the Closing Date (collectively, “Assets”). 1.3 The Acquired Portfolio Fund will endeavor to discharge all of its liabilities and obligations prior to the Closing Date. The Acquiring Portfolio Fund shall also assume all of the liabilities of the Acquired PortfolioFund, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, the Acquired Portfolio Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4 Immediately after the transfer of assets provided for in paragraph 1.1, the Acquired Portfolio Fund will distribute to its respective shareholders of record with respect to each class of shares, determined as of immediately after the close of business on the Closing Date (“Acquired Portfolio Fund Shareholders”), on a pro rata basis within that class, the Acquiring Portfolio Fund Shares of the corresponding class received by the Acquired Portfolio Fund pursuant to paragraph 1.1, and will completely liquidate. Such distribution and liquidation will be accomplished, with respect to each class of the Acquired PortfolioFund’s shares, by the transfer of the Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the Acquired Portfolio Fund Shareholders. The aggregate net asset value of Initial and Service Class I Acquiring Portfolio Fund Shares to be so credited to Initial and Service Class I Acquired Portfolio Fund Shareholders, respectively, shall, with respect to each class, be equal to the aggregate net asset value of the shares of common stock beneficial interest of the Acquired Portfolio Fund (“Acquired Portfolio Fund Shares”) of the corresponding class owned by Acquired Portfolio Fund Shareholders on the Closing Date. All issued and outstanding shares of the Acquired Portfolio Fund will simultaneously be redeemed and canceled on the books of the Acquired PortfolioFund, although share certificates representing interests in Initial and Service Class I shares of the Acquired Portfolio Fund will represent a number of the corresponding class of Acquiring Portfolio Fund Shares after the Closing Date, as determined in accordance with paragraph 2.3. The Acquiring Portfolio Fund shall not issue certificates representing the Initial and Service Class I Acquiring Portfolio Fund Shares in connection with such exchange. 1.5 Ownership of Acquiring Portfolio Fund Shares will be shown on the books of the Acquiring PortfolioFund’s Transfer Agent, as defined in paragraph 3.3. Shares of the Acquiring Portfolio Fund will be issued in the manner described in the Acquiring PortfolioFund’s current prospectus. 1.6 Any reporting responsibility of the Acquired PortfolioFund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“SEC”), any state securities commission, and any Federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio Fund up to and including the Closing Date.

Transfer of Assets of the Acquired. Portfolio to the Acquiring Portfolio in Exchange for Acquiring Portfolio SharesFUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, the Assumption of all of the Acquired Portfolio’s Liabilities and the Liquidation of the Acquired PortfolioTHE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1 1.1. Subject to the requisite approval of the Acquired Portfolio’s shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Portfolio Fund agrees to sell, assign, convey, transfer and deliver all of its respective assetsthe property and assets of the Acquired Fund, as set forth in paragraph 1.21.2 herein, to the Acquiring PortfolioFund, and the Acquiring Portfolio Fund agrees in exchange therefor: (i) to deliver to the Acquired Portfolio Fund the number of full and fractional Initial Class IA and Service Class IB Acquiring Portfolio Shares, determined by dividing Fund Shares having an aggregate net asset value equal to the value of the assets of Class IA and Class IB, respectively, of the Acquired Portfolio’s net assetsFund transferred hereunder, less the value of the liabilities of Class IA and Class IB, respectively, transferred hereunder, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquiring Portfolio Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph 2.22.1 herein; and (ii) to assume all liabilities of the Acquired PortfolioFund, as set forth in paragraph 1.31.3 herein. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 herein (“Closing Date”). 1.2 1.2. The property and assets of Hartford Series Fund attributable to the Acquired Portfolio Fund to be acquired by the Acquiring Portfolio Fund shall consist of all assets property and propertyassets, including, without limitation, all rights, cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Portfolio Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Portfolio Fund on the Closing Valuation Date as defined in paragraph 2.1 (collectively, “Assets”). The Acquired Fund will sell, assign, convey, transfer and deliver to the Acquiring Fund any rights, stock dividends, or other securities received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued, in which case any such distribution that remains unpaid as of the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund. 1.3 1.3. The Acquired Portfolio Fund will endeavor make reasonable efforts to discharge all of its known liabilities and obligations prior to the Closing DateValuation Date (as defined below). The Acquiring Portfolio Fund shall also assume all of the liabilities of the Acquired PortfolioFund, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, “Liabilities”). The Liabilities shall include the obligation of the Acquired Fund to indemnify the directors and officers of the Acquired Fund for acts and omissions prior to the Valuation Date (to the same extent that they would have been indemnified by the Acquired Fund had the Reorganization not occurred). On or as soon as practicable prior to the Closing Date, the Acquired Portfolio Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4 1.4. Immediately after following the transfer actions contemplated by paragraph 1.1 herein, Hartford Series Fund shall take such actions necessary to complete the liquidation of assets provided for in paragraph 1.1, the Acquired Portfolio will Fund. To complete the liquidation, Hartford Series Fund, on behalf of the Acquired Fund, shall (a) distribute to its respective the Acquired Fund’s shareholders of record with respect to each class of shares, determined its shares as of immediately after the close of business on the Closing Date as defined in paragraph 3.1 herein (“Acquired Portfolio Fund Shareholders”), on a pro rata basis within that the class, the Acquiring Portfolio Fund Shares of the corresponding class received by the Acquired Portfolio Fund pursuant to paragraph 1.11.1 herein, and will (b) completely liquidate. Such distribution and liquidation will be accomplished, with respect to each class of the Acquired Portfolio’s Fund shares, by the transfer of the Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the Acquired Portfolio Fund Shareholders. The aggregate net asset value of Initial Class IA and Service Class IB Acquiring Portfolio Fund Shares to be so credited to Initial the Class IA and Service Class IB Acquired Portfolio Fund Shareholders, respectively, shall, with respect to each the class, be equal to the aggregate net asset value of the shares of common stock of the Acquired Portfolio (“Acquired Portfolio Shares”) Fund Shares of the corresponding class owned by Acquired Portfolio Fund Shareholders on the Closing Valuation Date. All issued and outstanding shares of the Acquired Portfolio Fund Shares will simultaneously be redeemed and canceled on the books of the Acquired PortfolioFund, although share certificates representing interests in Initial Class IA and Service Class shares of the IB Acquired Portfolio Fund Shares will thereafter represent a number of interests in the corresponding class of Acquiring Portfolio Fund Shares after the Closing Date, as determined in accordance with paragraph 2.3. The Acquiring Portfolio Fund shall not issue certificates representing the Initial Class IA and Service Class IB Acquiring Portfolio Fund Shares in connection with such exchangethe Reorganization. 1.5 1.5. Ownership of Acquiring Portfolio Fund Shares will be shown on the books of the Acquiring Portfolio. Shares of the Acquiring Portfolio will be issued Fund’s Transfer Agent, as defined in the manner described in the Acquiring Portfolio’s current prospectusparagraph 3.3 herein. 1.6 1.6. Any reporting responsibility of the Acquired PortfolioFund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“SECCommission”), any state securities commission, and any Federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio up to and including the Closing DateFund.

Transfer of Assets of the Acquired. Portfolio Fund to the Acquiring Portfolio Fund in Exchange for Acquiring Portfolio Fund Shares, the Assumption of all of the Acquired PortfolioFund’s Liabilities and the Liquidation of the Acquired PortfolioFund 1.1 Subject to the requisite approval of the Acquired PortfolioFund’s shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Portfolio Fund agrees to transfer all of its respective assets, as set forth in paragraph 1.2, to the Acquiring PortfolioFund, and the Acquiring Portfolio Fund agrees in exchange therefor: (i) to deliver to the Acquired Portfolio Fund the number of full and fractional Initial Investor Class, Class A, Class B, Class C, Class I and Service Class R3 Acquiring Portfolio Fund Shares, determined by dividing the value of the Acquired PortfolioFund’s net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquiring Portfolio Fund Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all liabilities of the Acquired PortfolioFund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (“Closing Date”). 1.2 The assets of the Acquired Portfolio Fund to be acquired by the Acquiring Portfolio Fund shall consist of all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Portfolio Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Portfolio Fund on the Closing Date (collectively, “Assets”). 1.3 The Acquired Portfolio Fund will endeavor to discharge all of its liabilities and obligations prior to the Closing Date. The Acquiring Portfolio Fund shall also assume all of the liabilities of the Acquired PortfolioFund, whether accrued or contingent, known or unknown, existing at the Valuation Date as defined in paragraph 2.1 (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, the Acquired Portfolio Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date. 1.4 Immediately after the transfer of assets provided for in paragraph 1.1, the Acquired Portfolio Fund will distribute to its respective shareholders of record with respect to each class of shares, determined as of immediately after the close of business on the Closing Date (“Acquired Portfolio Fund Shareholders”), on a pro rata basis within that class, the Acquiring Portfolio Fund Shares of the corresponding class received by the Acquired Portfolio Fund pursuant to paragraph 1.1, and will completely liquidate. Such distribution and liquidation will be accomplished, with respect to each class of the Acquired PortfolioFund’s shares, by the transfer of the Acquiring Portfolio Fund Shares then credited to the account of the Acquired Portfolio Fund on the books of the Acquiring Portfolio Fund to open accounts on the share records of the Acquiring Portfolio Fund in the names of the Acquired Portfolio Fund Shareholders. The aggregate net asset value of Initial Investor Class, Class A, Class B, Class C, Class I and Service Class R3 Acquiring Portfolio Fund Shares to be so credited to Initial Investor Class, Class A, Class B, Class C, Class I and Service Class R3 Acquired Portfolio Fund’ Shareholders, respectively, shall, with respect to each class, be equal to the aggregate net asset value of the shares of common stock beneficial interest of the Acquired Portfolio Fund (“Acquired Portfolio Fund Shares”) of the corresponding class owned by Acquired Portfolio Fund Shareholders on the Closing Date. All issued and outstanding shares of the Acquired Portfolio Fund will simultaneously be redeemed and canceled on the books of the Acquired PortfolioFund, although share certificates representing interests in Initial Investor Class, Class A, Class B, Class C, Class I and Service Class R3 shares of the Acquired Portfolio Fund will represent a number of the corresponding class of Acquiring Portfolio Fund Shares after the Closing Date, as determined in accordance with paragraph 2.3. The Acquiring Portfolio Fund shall not issue certificates representing the Initial Investor Class, Class A, Class B, Class C, Class I and Service Class R3 Acquiring Portfolio Fund Shares in connection with such exchange. 1.5 Ownership of Acquiring Portfolio Fund Shares will be shown on the books of the Acquiring PortfolioFund’s Transfer Agent, as defined in paragraph 3.3. Shares of the Acquiring Portfolio Fund will be issued in the manner described in the Acquiring PortfolioFund’s current prospectus. 1.6 Any reporting responsibility of the Acquired PortfolioFund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“SEC”), any state securities commission, and any Federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Portfolio Fund up to and including the Closing Date.