Common use of TRANSFER OF ASSETS OF THE Clause in Contracts

TRANSFER OF ASSETS OF THE. ACQUIRED FUND 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 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 Fund (as defined in paragraph 1.2). (b) The Acquiring Fund agrees in exchange therefor— (i) to issue and deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares of each class as set forth in Appendix A equal to the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of the Acquired Fund Shares as of the Valuation Date (as defined in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) of the Acquired Fund. (c) Such transactions shall take place at the closing provided for in paragraph 2.1 (the “Closing”). (a) The assets of the Acquired Fund to be acquired by the Acquiring Fund (the “Assets”) shall consist of all property, including all cash, cash equivalents, securities, commodities and futures interests, dividend and interest receivables, claims and rights of action that are owned by the Acquired Fund, and any deferred or prepaid expenses shown as assets on the books of the Acquired Fund, on the Closing Date. The Assets shall be invested at all times through the Closing in a manner that ensures compliance with paragraph 3.1(j). (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 Fund may endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the Acquiring Fund shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves of the Acquired Fund as of the Closing Date (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 after the Closing Date as is possible, the Acquired Fund will liquidate and distribute pro rata in accordance with this paragraph to the Acquired Fund’s shareholders of record—some of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined as of the Closing Date (the “Acquired Fund Shareholders”), the Acquiring Fund Shares of the corresponding class received by the Acquired Fund pursuant to paragraph 1.1. Such liquidation and distribution will be accomplished by transferring the Acquiring Fund Shares of each class then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open individual and omnibus accounts on such books for the 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 Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Acquired Fund Shareholder shall be entitled to receive, with respect to each full and fractional share of the Acquired Fund held by such shareholder, a full and fractional Acquiring Fund Share of the corresponding share class, as set forth in Appendix A. All issued and outstanding shares of the Acquired Fund will be canceled on the books of the Acquired Fund simultaneously with the distribution of Acquiring Fund Shares to the Acquired Fund Shareholders. 1.7 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional information. 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 Fund is and shall remain the responsibility of the Acquired 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 CURRENT FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND THE ACQUIRING FUND’S ASSUMPTION OF ACQUIRED FUND LIABILITIES AND LIQUIDATION ISSUANCE OF SUCCESSOR SHARES OF THE ACQUIRED SUCCESSOR TRUST; TERMINATION OF THE CURRENT FUND. 1.1 Subject to the terms and conditions set forth herein and on the basis of the representations and warranties contained herein: (a) The Acquired , the Current Fund shall assign, agrees to transfer and convey to the Acquiring Fund all of the Assets assets of the Acquired Current Fund (as defined set forth in paragraph 1.2).1.2 and assign and transfer all of its liabilities to the Successor Fund of the Successor Trust which has been established solely for the purpose of acquiring all of the assets and assuming all of the liabilities of the Current Fund. The Successor Trust has not issued any Shares or commenced operations. The Successor Trust on behalf of the Successor Fund agrees that in exchange for all of the assets of the Current Fund (b1) The Acquiring the Successor Fund agrees in exchange therefor— shall assume all of the liabilities of the Current Fund, whether contingent or otherwise, then existing, and further (i2) to issue and the Successor Trust shall deliver to the Acquired Current Fund the number of full and fractional Acquiring Fund Successor Shares of each class as set forth in Appendix A equal to the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of the Acquired Fund Shares as assets of the Valuation Date Current Fund transferred to the Successor Fund, minus the liabilities of the Current Fund assumed by the Successor Fund (the "Net Assets"), as defined described in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account 3.1 on the books of the Acquiring Fund and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined Closing Date provided for in paragraph 1.3) of the Acquired Fund. (c) 3.1. Such transactions shall take place at the closing Closing provided for in paragraph 2.1 (the “Closing”)3.1. (a) 1.2 The assets of the Acquired Current Fund to be acquired by the Acquiring Successor Fund (the “Assets”) shall consist of all propertyinclude, including without limitation, all cash, cash equivalents, securities, commodities receivables (including interest and futures interestsdividends receivable), dividend and interest receivables, any claims and or rights of action that are or rights to register shares under applicable securities laws, any books or records of the Current Fund and other property owned by the Acquired Fund, Current Fund and any deferred or prepaid expenses shown as assets on the books of the Acquired Fund, on the Closing Date. The Assets shall be invested at all times through the Closing in a manner that ensures compliance with paragraph 3.1(j). (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 Fund may endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the Acquiring Fund shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves of the Acquired Fund as of the Closing Date (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 Current Fund on the Closing Date and shall not be separately valuedprovided for in paragraph 3.1. 1.6 On or 1.3 Immediately upon delivery to the Current Fund of Successor Shares, any duly authorized officer of the Current Fund shall cause the Current Fund, as soon after the then sole shareholder of the Successor Fund, to (i) elect as Trustees of the Successor Trust the persons who currently serve as Trustees of the Current Fund; (ii) ratify the selection of the independent accountants; (iii) approve an investment advisory agreement for the Successor Fund in the form currently approved by the shareholders of the Current Fund; (iv) approve a Rule 12b-1 plan in the form currently in place with respect to the Current Fund; and (v) adopt, on behalf of the Successor Fund, the investment objectives, investment policies and investment restrictions of the Current Fund. 1.4 As provided in paragraph 3.4, on the Closing Date as is possible, the Acquired Current Fund will liquidate and distribute in liquidation the Successor Shares pro rata in accordance with this paragraph proportion to the Acquired Current Fund’s shareholders 's respective shares of record—some beneficial interest in the Current Fund ("Current Fund Shares") to Current Fund Shareholders of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined record determined as of the close of business on the Closing Date (Date, in exchange for the “Acquired Current Fund Shareholders”), the Acquiring Fund Shares of the corresponding class received by the Acquired Fund pursuant to paragraph 1.1Shares. Such liquidation and distribution will be accomplished by transferring the Acquiring Fund transfer of the Successor Shares of each class then credited to the account of the Acquired Current Fund on the books share records of the Acquiring Fund Successor Trust to open individual and omnibus accounts on such books for those records in the benefit names of (a) the Acquired Current 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 the Successor Shares received from the Successor Trust on behalf of the Successor Fund due the Current Fund Shareholders. The Successor Trust shall not issue certificates representing Successor Shares in connection with such distribution. Fractional Successor Shares shall be rounded to the third place after the decimal point. 1.5 As soon as practicable after the distribution of the Successor Shares as set forth in Section 1.4, the Current Fund shall be terminated and fractional Acquiring Fund any such further actions shall be taken in connection therewith as are required by applicable law. 1.6 Ownership of the Successor Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Acquired Successor Fund Shareholder shall be entitled to receive, with respect to each full and fractional share of the Acquired Fund held by such shareholder, a full and fractional Acquiring Fund Share of the corresponding share class, as set forth in Appendix A. All issued and outstanding shares of the Acquired Fund will be canceled maintained separately on the books of Pioneering Services Corporation as the Acquired Fund simultaneously with the distribution of Acquiring Fund Shares to the Acquired Fund ShareholdersSuccessor Trust's shareholder services and transfer agent. 1.7 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional information. 1.8 Any transfer taxes payable upon issuance of the Acquiring Fund Successor Shares in a name other than the registered holder of the Acquiring Current Fund Shares on the books of the Acquired Current Fund as of that time shall, as a condition of such issuance and transfer, shall be paid by the person to whom such Acquiring Fund Successor Shares are to be issued and transferreddistributed as a condition of such transfer. 1.9 Any reporting responsibility of the Acquired Fund is and shall remain the responsibility of the Acquired 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 FUND 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 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 Fund (as defined in paragraph 1.2). (b) The Acquiring Fund agrees in exchange therefor— (i) to issue and deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares of each class as set forth in Appendix A equal to the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of the Acquired Fund Shares as of the Valuation Date (as defined in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) of the Acquired Fund. (c) Such transactions shall take place at the closing provided for in paragraph 2.1 (the “Closing”). (a) The assets of the Acquired Fund to be acquired by the Acquiring Fund (the “Assets”) shall consist of all property, including all cash, cash equivalents, securities, commodities and futures interests, dividend and interest receivables, claims and rights of action that are owned by the Acquired Fund, and any deferred or prepaid expenses shown as assets on the books of the Acquired Fund, on the Closing Date. The Assets shall be invested at all times through the Closing in a manner that ensures compliance with paragraph 3.1(j). (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 Fund may endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the Acquiring Fund shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves of the Acquired Fund as of the Closing Date (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 after the Closing Date as is possible, the Acquired Fund will liquidate and distribute pro rata in accordance with this paragraph to the Acquired Fund’s shareholders of record—some of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined as of the Closing Date (the “Acquired Fund Shareholders”), the Acquiring Fund Shares of the corresponding class received by the Acquired Fund pursuant to paragraph 1.1. Such liquidation and distribution will be accomplished by transferring the Acquiring Fund Shares of each class then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open individual and omnibus accounts on such books for the 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 Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Acquired Fund Shareholder shall be entitled to receive, with respect to each full and fractional share of the Acquired Fund held by such shareholder, a full and fractional Acquiring Fund Share of the corresponding share class, as set forth in Appendix A. All issued and outstanding shares of the Acquired Fund will be canceled on the books of the Acquired Fund simultaneously with the distribution of Acquiring Fund Shares to the Acquired Fund Shareholders. 1.7 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional information. 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 Fund is and shall remain the responsibility of the Acquired 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.the

TRANSFER OF ASSETS OF THE. ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND SHARES, THE ACQUIRING FUND’S ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND. 1.1 Subject to the terms and conditions contained herein: (a) The Acquired Fund shall assign, transfer and convey to the Acquiring Fund all of the Assets requisite approval of the Acquired Fund (shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of the Acquired Fund's assets, as defined set forth in paragraph 1.2). (b) The , to the Acquiring Fund, and the Acquiring Fund agrees in exchange therefor— : (i) to issue and deliver to the Acquired Fund the number of full and fractional Class A, Class B, Class C and Class T Acquiring Fund Shares determined by dividing the value of the Acquired Fund's net assets with respect to each class class, computed in the manner and as of the time and date set forth in Appendix A equal to paragraph 2.1, by the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of one Acquiring Fund Share of the Acquired Fund Shares same class, computed in the manner and as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund 2.2; and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) all liabilities of the Acquired Fund. (c) . Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “"Closing”"). (a) 1.2 The assets of the Acquired Fund to be acquired by the Acquiring Fund (the “Assets”) shall consist of all assets and property, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Fund on the closing date provided for in paragraph 3.1 (the "Closing Date. The Assets shall be invested at all times through the Closing in a manner that ensures compliance with paragraph 3.1(j"). (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 Fund may will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the The Acquiring Fund shall also assume all liabilities, debts, obligations, expenses, costs, charges and reserves of the liabilities of the Acquired Fund as of the Closing Date (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 whether accrued or book-entry form duly endorsedcontingent, known or accompanied by duly executed separate assignments or stock powersunknown, 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 existing at the Custodian for the account of the Acquiring Fund free and clear of all liens, encumbrances, rights, restrictions and claimsValuation Date. 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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund will liquidate 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 Fund will distribute pro rata in accordance with this paragraph to the Acquired Fund’s 's shareholders of record—some record with respect to each class of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined its shares, determined as of immediately after the close of business on the Closing Date (the “"Acquired Fund Shareholders”"), on a pro rata basis within that class, the Acquiring Fund Shares of the corresponding same class received by the Acquired Fund pursuant to paragraph 1.1, and will completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of the Acquired Fund's shares, by transferring the transfer of the Acquiring Fund Shares of each class then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open individual and omnibus accounts on such books for the benefit share records of (a) the Acquiring Fund in the names of the Acquired Fund Shareholders other than Nominee Shareholders Shareholders. The aggregate net asset value of Class A, Class B, Class C 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 Class T Acquiring Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposesbe so credited to Class A, an Class B, Class C and Class T Acquired Fund Shareholder shall be entitled to receiveShareholders shall, with respect to each full and fractional share class, be equal to the aggregate net asset value of the Acquired Fund held shares of that same class owned by such shareholder, a full and fractional Acquiring Fund Share of shareholders on the corresponding share class, as set forth in Appendix A. Closing Date. All issued and outstanding shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund, although share certificates representing interests in Class A, Class B, Class C and Class T shares of the Acquired Fund simultaneously with will represent a number of the distribution same class of Acquiring Fund Shares to after the Acquired Closing Date, as determined in accordance with Section 2.3. The Acquiring Fund Shareholdersshall not issue certificates representing the Class A, Class B, Class C and Class T Acquiring Fund Shares in connection with such exchange. 1.7 1.5 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s 's transfer agent. Shares of the Acquiring Fund will be issued in the manner described in the Acquiring Fund’s 's then-current prospectus(es) prospectus and statement of additional information. 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 1.6 Any reporting responsibility of the Acquired Fund including, but not limited to, the responsibility for filing of regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (the "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 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 FUND PORTFOLIO TO THE ACQUIRING PORTFOLIO IN EXCHANGE FOR THE ACQUIRING FUND SHARES PORTFOLIO SHARES, THE ASSUMPTION OF ALL KNOWN ACQUIRED PORTFOLIO LIABILITIES AND THE ACQUIRING FUND’S ASSUMPTION OF ACQUIRED FUND LIABILITIES AND LIQUIDATION OF THE ACQUIRED FUND.PORTFOLIO 1.1 1.1. Subject to the requisite approval of the Acquired Portfolio shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein: (a) The , the Acquired Fund shall assignPortfolio agrees to transfer all of the Acquired Portfolio’s assets, transfer and convey as set forth in paragraph 1.2, to the Acquiring Fund all of Portfolio, and the Assets of the Acquired Fund (as defined in paragraph 1.2). (b) The Acquiring Fund Portfolio agrees in exchange therefor— : (i) to issue and deliver to the Acquired Fund Portfolio the number of full and fractional ADV Class, Class I and Class S Acquiring Fund Portfolio Shares determined by dividing the value of the Acquired Portfolio’s net assets with respect to each class class, computed in the manner and as of the time and date set forth in Appendix A equal to paragraph 2.1, by the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of one Acquiring Portfolio Share of the Acquired Fund Shares same class, computed in the manner and as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund 2.2; and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (liabilities of the Acquired Portfolio, as defined set forth in paragraph 1.3) of the Acquired Fund. (c) . Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “Closing”). (a) 1.2. The assets of the Acquired Fund Portfolio to be acquired by the Acquiring Fund (the “Assets”) Portfolio shall consist of all assets and property, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Portfolio and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Portfolio on the closing date provided for in paragraph 3.1 (the “Closing 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 Agreement1.3. The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may Portfolio will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the The Acquiring Fund Portfolio shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves the liabilities of the Acquired Fund Portfolio set forth in the Acquired Portfolio’s Statement of Assets and Liabilities as of the Closing Date (collectivelydelivered by ING Partners, on behalf of the “Liabilities”). 1.4 The Assets shall be delivered Acquired Portfolio, to ING Variable Funds, on the Closing Date to the Acquiring Fund’s custodian (the “Custodian”), for the account behalf of the Acquiring FundPortfolio, 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 pursuant 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 claimsparagraph 7.2 hereof. 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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund Portfolio will liquidate 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: (i) distribute pro rata in accordance with this paragraph to the Acquired FundPortfolio’s shareholders of record—some of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined record with respect to its ADV Class, Class I and Class S shares, determined as of immediately after the close of business on the Closing Date (the “Acquired Fund Shareholders”)Date, on a pro rata basis within each class, the Acquiring Fund Portfolio Shares of the corresponding same class received by the Acquired Fund Portfolio pursuant to paragraph 1.1, and (ii) completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of the Acquired Portfolio’s shares, by transferring the transfer of the Acquiring Fund Portfolio Shares of each class then credited to the account of the Acquired Fund Portfolio on the books of the Acquiring Fund Portfolio to open individual and omnibus accounts on such books for the benefit share records of (a) the Acquiring Portfolio in the names of the shareholders of record of each class of the Acquired Fund Shareholders other than Nominee Shareholders and Portfolio’s shares, determined as of immediately after the close of business on the Closing Date (b) the indirect holders of Acquired Fund Shares through Nominee Shareholders of the corresponding class (collectively, the “Beneficial Acquired Portfolio Shareholders”) ). The aggregate net asset value of ADV Class, Class I and representing the respective pro rata number of full Class S Acquiring Portfolio Shares to be so credited to ADV Class, Class I and fractional Acquiring Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Class S Acquired Fund Shareholder shall be entitled to receivePortfolio Shareholders shall, with respect to each full and fractional share class, be equal to the aggregate net asset value of the Acquired Fund held Portfolio shares of that same class owned by such shareholder, a full and fractional Acquiring Fund Share of shareholders on the corresponding share class, as set forth in Appendix A. Closing Date. All issued and outstanding ADV Class, Class I and Class S Acquired Portfolio shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund simultaneously with Portfolio, although share certificates representing interests in ADV Class, Class I and Class S shares of the distribution Acquired Portfolio will represent a number of the same class of Acquiring Fund Portfolio Shares to after the Acquired Fund ShareholdersClosing Date, as determined in accordance with Section 2.3. The Acquiring Portfolio shall not issue certificates representing the ADV Class, Class I and Class S Acquiring Portfolio Shares in connection with such exchange. 1.7 1.5. Ownership of Acquiring Fund Portfolio Shares will be shown on the books of the Acquiring FundPortfolio’s transfer agent. Shares of the Acquiring Fund will be issued , as defined in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional informationparagraph 3.3. 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 1.6. Any reporting responsibility of the Acquired Fund Portfolio 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 (the “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 Fund up to and including the Closing Date and such later date on which the Acquired Fund’s existence is terminatedPortfolio. 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 FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND SHARES, THE ACQUIRING FUND’S ASSUMPTION OF ALL KNOWN ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND. 1.1 1.1. Subject to the terms and conditions contained herein: (a) The Acquired Fund shall assign, transfer and convey to the Acquiring Fund all of the Assets requisite approval of the Acquired Fund (shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of the Acquired Fund’s assets, as defined set forth in paragraph 1.2). (b) The , to the Acquiring Fund, and the Acquiring Fund agrees in exchange therefor— : (i) to issue and deliver to the Acquired Fund the number of full and fractional Class I and Class S Acquiring Fund Shares determined by dividing the value of the Acquired Fund’s net assets with respect to each class class, computed in the manner and as of the time and date set forth in Appendix A equal to paragraph 2.1, by the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of one Acquiring Fund Share of the Acquired Fund Shares same class, computed in the manner and as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund 2.2; and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) liabilities of the Acquired Fund. (c) , as set forth in paragraph 1.3. Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “Closing”). (a) 1.2. The assets of the Acquired Fund to be acquired by the Acquiring Fund (the “Assets”) shall consist of all assets and property, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Fund on the closing date provided for in paragraph 3.1 (the “Closing 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 Agreement1.3. The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the The Acquiring Fund shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves the liabilities of the Acquired Fund set forth in the Acquired Fund’s Statement of Assets and Liabilities as of the Closing Date (collectivelydelivered by ING Variable Portfolios, on behalf of the “Liabilities”). 1.4 The Assets shall be delivered Acquired Fund, to ING Investors Trust, on the Closing Date to the Acquiring Fund’s custodian (the “Custodian”), for the account behalf 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 pursuant 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 claimsparagraph 7.2 hereof. 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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund will liquidate 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 Fund will: (i) distribute pro rata in accordance with this paragraph to the Acquired Fund’s shareholders of record—some of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined record with respect to its Class I and Class S shares, determined as of immediately after the close of business on the Closing Date (the “Acquired Fund Shareholders”)Date, on a pro rata basis within each class, the Acquiring Fund Shares of the corresponding same class received by the Acquired Fund pursuant to paragraph 1.1, and (ii) completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of the Acquired Fund’s shares, by transferring the transfer of the Acquiring Fund Shares of each class then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open individual and omnibus accounts on such books for the benefit share records of the Acquiring Fund in the names of the shareholders of record of each class of the Acquired Fund’s shares, determined as of immediately after the close of business on the Closing Date (a) the “Acquired Fund Shareholders”). The aggregate net asset value of Class I and Class S Acquiring Fund Shares to be so credited to Class I and Class S 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 Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Acquired Fund Shareholder shall be entitled to receiveshall, with respect to each full and fractional share class, be equal to the aggregate net asset value of the Acquired Fund held shares of that same class owned by such shareholder, a full and fractional Acquiring Fund Share of shareholders on the corresponding share class, as set forth in Appendix A. Closing Date. All issued and outstanding shares of the Class I and Class S Acquired Fund shares will simultaneously be canceled on the books of the Acquired Fund, although share certificates representing interests in Class I and Class S of the Acquired Fund simultaneously with will represent a number of the distribution same class of Acquiring Fund Shares to after the Acquired Closing Date, as determined in accordance with Section 2.3. The Acquiring Fund Shareholdersshall not issue certificates representing the Class I and Class S Acquiring Fund Shares in connection with such exchange. 1.7 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued , as defined in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional informationparagraph 3.3. 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 1.6. Any reporting responsibility of the Acquired 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 (the “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 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 FUND PORTFOLIO TO THE ACQUIRING PORTFOLIO IN EXCHANGE FOR THE ACQUIRING FUND SHARES PORTFOLIO SHARES, THE ASSUMPTION OF ALL KNOWN ACQUIRED PORTFOLIO LIABILITIES AND THE ACQUIRING FUND’S ASSUMPTION OF ACQUIRED FUND LIABILITIES AND LIQUIDATION OF THE ACQUIRED FUND.PORTFOLIO 1.1 1.1. Subject to the requisite approval of the Acquired Portfolio shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein: (a) The , the Acquired Fund shall assignPortfolio agrees to transfer all of the Acquired Portfolio’s assets, transfer and convey as set forth in paragraph 1.2, to the Acquiring Fund all of Portfolio, and the Assets of the Acquired Fund (as defined in paragraph 1.2). (b) The Acquiring Fund Portfolio agrees in exchange therefor— : (i) to issue and deliver to the Acquired Fund Portfolio the number of full and fractional ADV Class, Class S and Class S2 Acquiring Fund Portfolio Shares determined by dividing the value of the Acquired Portfolio’s net assets with respect to each class class, computed in the manner and as of the time and date set forth in Appendix A equal to paragraph 2.1, by the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of one Acquiring Portfolio Share of the Acquired Fund Shares same class, computed in the manner and as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund 2.2 and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (liabilities of the Acquired Portfolio, as defined set forth in paragraph 1.3) of the Acquired Fund. (c) . Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “Closing”). (a) 1.2. The assets of the Acquired Fund Portfolio to be acquired by the Acquiring Fund (the “Assets”) Portfolio shall consist of all assets and property, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Portfolio and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Portfolio on the closing date provided for in paragraph 3.1 (the “Closing 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 Agreement1.3. The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may Portfolio will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the The Acquiring Fund Portfolio shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves the liabilities of the Acquired Fund Portfolio set forth in the Acquired Portfolio’s Statement of Assets and Liabilities as of the Closing Date (collectivelydelivered by ING Investors, on behalf of the “Liabilities”). 1.4 The Assets shall be delivered Acquired Portfolio, to ING Investors, on the Closing Date to the Acquiring Fund’s custodian (the “Custodian”), for the account behalf of the Acquiring FundPortfolio, 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 pursuant 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 claimsparagraph 7.2 hereof. 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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund Portfolio will liquidate 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: (i) distribute pro rata in accordance with this paragraph to the Acquired FundPortfolio’s shareholders of record—some of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined record with respect to its ADV Class, Class S and Class S2 shares, determined as of immediately after the close of business on the Closing Date (the “Acquired Fund Shareholders”)Date, on a pro rata basis within each class, the Acquiring Fund Portfolio Shares of the corresponding same class received by the Acquired Fund Portfolio pursuant to paragraph 1.11.1and (ii) will completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of the Acquired Portfolio’s shares, by transferring the transfer of the Acquiring Fund Portfolio Shares of each class then credited to the account of the Acquired Fund Portfolio on the books of the Acquiring Fund Portfolio to open individual and omnibus accounts on such books for the benefit share records of (a) the Acquiring Portfolio in the names of the shareholders of record of each class of the Acquired Fund Shareholders other than Nominee Shareholders and Portfolio’s shares, determined as of immediately after the close of business on the Closing Date (b) the indirect holders of Acquired Fund Shares through Nominee Shareholders of the corresponding class (collectively, the “Beneficial Acquired Portfolio Shareholders”) ). The aggregate net asset value of ADV Class, Class S and representing the respective pro rata number of full Class S2 Acquiring Portfolio Shares to be so credited to ADV Class, Class S and fractional Acquiring Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Class S2 Acquired Fund Shareholder shall be entitled to receivePortfolio Shareholders shall, with respect to each full and fractional share class, be equal to the aggregate net asset value of the Acquired Fund held Portfolio shares of that same class owned by such shareholder, a full and fractional Acquiring Fund Share of shareholders on the corresponding share class, as set forth in Appendix A. Closing Date. All issued and outstanding ADV Class, Class S and Class S2 Acquired Portfolio shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund simultaneously with Portfolio, although share certificates representing interests in ADV Class, Class S and Class S2 shares of the distribution Acquired Portfolio will represent a number of the same class of Acquiring Fund Portfolio Shares to after the Acquired Fund ShareholdersClosing Date, as determined in accordance with Section 2.3. The Acquiring Portfolio shall not issue certificates representing the ADV Class, Class S, and Class S2 Acquiring Portfolio Shares in connection with such exchange. 1.7 1.5. Ownership of Acquiring Fund Portfolio Shares will be shown on the books of the Acquiring FundPortfolio’s transfer agent. Shares of the Acquiring Fund will be issued , as defined in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional informationparagraph 3.3. 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 1.6. Any reporting responsibility of the Acquired Fund Portfolio 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 (the “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 Fund up to and including the Closing Date and such later date on which the Acquired Fund’s existence is terminatedPortfolio. 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 FUND FUNDS TO THE CORRESPONDING ACQUIRING FUNDS IN EXCHANGE FOR THE ACQUIRING FUND SHARES SHARES, THE ASSUMPTION OF THE LIABILITIES OF THE ACQUIRED FUNDS AND THE ACQUIRING FUND’S ASSUMPTION OF ACQUIRED FUND LIABILITIES AND LIQUIDATION OF THE ACQUIRED FUND.FUNDS 1.1 1.1. Subject to the terms and conditions contained herein: (a) The Acquired Fund shall assign, transfer and convey to the Acquiring Fund all of the Assets requisite approval of the Acquired Fund (shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Trust agrees to transfer all of each of the Acquired Fund’s assets, as defined set forth in paragraph 1.2). (b) The , to the corresponding Acquiring Fund, and such Acquiring Fund agrees in exchange therefor— : (i) to issue and deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares as of each class as the time and date set forth in Appendix A equal to the number of outstanding full paragraph 2.1 and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of the Acquired Fund Shares as of the Valuation Date (as defined in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) liabilities of the Acquired Fund. (c) , as set forth in paragraph 1.3. Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “Closing”). (a) 1.2. The assets of the each Acquired Fund to be acquired by the an Acquiring Fund (the “Assets”) shall consist of all assets and property, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interests, dividend claims (whether absolute or contingent, known or unknown, accrued or unaccrued) and dividends or interest receivables, claims and rights of action receivable that are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Fund on the closing date provided for in paragraph 3.1 (the “Closing 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 Agreement1.3. The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the Each Acquiring Fund shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves of the liabilities of the corresponding Acquired Fund Fund. The Acquired Trust, on behalf of each Acquired Fund, shall deliver to the Acquiring Trust each Acquired Fund’s Statement of Assets and Liabilities as of the Closing Date (collectively, the “Liabilities”)pursuant to paragraph 8.2 hereof. 1.4 The Assets shall be delivered on 1.4. Immediately after the Closing Date to the Acquiring Fund’s custodian (the “Custodian”)transfer of assets provided for in paragraph 1.1, 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 each 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 after the Closing Date as is possible, the Acquired Fund will liquidate and will: (i) distribute pro rata in accordance with this paragraph to the Acquired Fund’s shareholders of record—some record with respect to the classes of which hold Acquired Fund Shares shares listed in omnibus accounts (the “Nominee Shareholders”)—determined Exhibit A, determined as of immediately after the close of business on the Closing Date (after giving effect to all redemptions received in good order on the “Acquired Fund Shareholders”Closing Date), on a pro rata basis within each class, the Acquiring Fund Shares of the corresponding class received by the Acquired Fund pursuant to paragraph 1.11.1 (as listed in Exhibit A) and (ii) completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of the Acquired Fund’s shares, by transferring the transfer of the Acquiring Fund Shares of each class then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open individual and omnibus accounts on the share records of the Acquiring Fund in the names of the shareholders of record of each class of the Acquired 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 such books for the benefit classes of (a) the Acquiring Fund Shares to be so credited to such 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 Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Acquired Fund Shareholder shall be entitled to receiveshall, with respect to each full and fractional share class, be equal to the aggregate net asset value of the Acquired Fund held shares of that class owned by such shareholder, a full and fractional Acquiring Fund Share of shareholders on the corresponding share class, as set forth in Appendix A. Closing Date. All issued and outstanding shares classes of the Acquired Fund shares as listed in Exhibit A will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund simultaneously with the distribution of shall not issue certificates representing such Acquiring Fund Shares to the Acquired Fund Shareholdersin connection with such exchange. 1.7 1.5. Ownership of Acquiring Fund Shares of each Acquiring Fund will be shown on the books of the Acquiring Fund’s transfer agentits books. Shares of the Acquiring Fund Shares will be issued in the manner described in the Acquiring Fund’s current prospectus(es) and prospectus/proxy statement of additional informationreferred to in paragraph 6.3 (the “Prospectus/Proxy Statement”). 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 1.6. Any reporting responsibility of the an Acquired 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 (the “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 Fund up to and including Fund. 1.7. As soon as reasonably practicable after the Closing Date and such later date on which Date, the Acquired Fund’s existence is terminated. 1.10 The value of the Assets Trust shall make all filings and the amount of the Liabilities take all steps as 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 necessary 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 informationproper to effect its complete dissolution. 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 FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND SHARES, THE ACQUIRING FUND’S ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND. 1.1 1.1. Subject to the terms and conditions contained herein: (a) The Acquired Fund shall assign, transfer and convey to the Acquiring Fund all of the Assets requisite approval of the Acquired Fund (shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to sell, assign, convey, transfer and deliver all of the property and assets of the Acquired Fund, as defined set forth in paragraph 1.2). (b) The 1.2 herein, to the Acquiring Fund, and the Acquiring Fund agrees in exchange therefor— : (i) to issue and deliver to the Acquired Fund the number of full and fractional Class IA Acquiring Fund Shares determined by dividing the value of each class as set forth in Appendix A equal the Acquired Fund's net assets with respect to the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund Shares, computed in the manner and as of the time and date set forth on Appendix Ain paragraph 2.1 herein, which Acquiring Fund Shares shall have an aggregate net asset value equal to by the aggregate net asset value of one Acquiring Fund Share of the Acquired Fund Shares corresponding class, computed in the manner and as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund 2.2 herein; and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) all liabilities of the Acquired Fund. (c) , as set forth in paragraph 1.3 herein. Such transactions shall take place at on the date of the closing provided for in paragraph 2.1 3.1 herein (the “Closing”"Closing Date"). (a) 1.2. The property and assets of the Company attributable to the Acquired Fund to be acquired by the Acquiring Fund (the “Assets”) shall consist of all propertyproperty and assets, including including, without limitation, all rights, cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Fund on the Closing Date. The Assets shall be invested at all times through the Closing Valuation Date as defined in a manner that ensures compliance with paragraph 3.1(j2.1 (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 will sell, assign, convey, transfer and deliver to the right 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 sell any of such the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the ordinary course 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 its businessthe 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 Fund may endeavor will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Closing Valuation Date. At the Closing, the The Acquiring Fund shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves of the liabilities of the Acquired Fund as of Fund, whether accrued or contingent, known or unknown, existing at the Closing Valuation Date (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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund will liquidate 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 following the actions contemplated by paragraph 1.1 herein, the Company shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, the Company, on behalf of the Acquired Fund, shall (a) distribute pro rata in accordance with this paragraph to the Acquired Fund’s 's shareholders of record—some record with respect to each class of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined its shares as of the Closing Date as defined in paragraph 3.1 herein (the “"Acquired Fund Shareholders”"), on a PRO RATA basis within the class, the Acquiring Fund Shares of the corresponding class received by the Acquired Fund pursuant to paragraph 1.11.1 herein, and (b) completely liquidate. Such distribution and liquidation and distribution will be accomplished by transferring the transfer of the Acquiring Fund Shares of each class then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open individual and omnibus accounts on such books for the benefit share records of (a) the Acquiring Fund in the names of the Acquired Fund Shareholders other than Nominee Shareholders and (b) Shareholders. The aggregate net asset value of Class IA Acquiring Fund Shares to be so credited to the indirect holders Class IA Acquired Fund Shareholders, respectively, shall, with respect to the class, be equal to the aggregate net asset value of the 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 Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an owned by Acquired Fund Shareholder shall be entitled to receive, with respect to each full and fractional share of Shareholders on the Acquired Fund held by such shareholder, a full and fractional Acquiring Fund Share of the corresponding share class, as set forth in Appendix A. Closing Date. All issued and outstanding shares of the Acquired Fund Shares will simultaneously be canceled on the books of the Acquired Fund, although shares certificates representing interests in Class IA Acquired Fund simultaneously with Shares will thereafter represent interests in the distribution corresponding class of Acquiring Fund Shares to after the Acquired Closing Date, as determined in accordance with Section 2.3. The Acquiring Fund Shareholdersshall not issue certificates representing the Class IA Acquiring Fund Shares in connection with the Reorganization. 1.7 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued 's Transfer Agent, as defined in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional informationparagraph 3.3 herein. 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 1.6. Any reporting responsibility of the Acquired Fund Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission ("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 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 FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND SHARES, THE ACQUIRING FUND’S ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND. 1.1 1.1. Subject to the terms and conditions contained herein: (a) The Acquired Fund shall assign, transfer and convey to the Acquiring Fund all of the Assets requisite approval of the Acquired Fund (shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of the Acquired Fund's assets, as defined set forth in paragraph 1.2). (b) The , to the Acquiring Fund, and the Acquiring Fund agrees in exchange therefor— : (i) to issue and deliver to the Acquired Fund the number of full and fractional Class A, Class B, Class C, Class K and Class Y Acquiring Fund Shares Shares, determined by dividing the value of the Acquired Fund's net assets with respect to each corresponding class (Class A, Class B, Class II, Class K and Class Y, respectively), computed in the manner and as of the time and date set forth in Appendix A equal to paragraph 2.1, by the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of one Acquiring Fund Share of the Acquired Fund Shares corresponding class, computed in the manner and as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund 2.2; and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) all liabilities of the Acquired Fund. (c) , as set forth in paragraph 1.3. Such transactions shall take place at on the date of the closing provided for in paragraph 2.1 3.1 (the “Closing”"Closing Date"). (a) 1.2. The assets of the Acquired Fund to be acquired by the Acquiring Fund (the “Assets”) shall consist of all assets and property, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Fund on the Closing Date. The Assets shall be invested at all times through the Closing in a manner that ensures compliance with paragraph 3.1(jValuation Date (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 Agreement1.3. The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may will endeavor to discharge all of its known liabilities and obligations prior to the Closing Valuation Date. At the Closing, the The Acquiring Fund shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves of the liabilities of the Acquired Fund Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date as of the Closing Date 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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund will liquidate 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 Fund will (a) distribute pro rata in accordance with this paragraph to the Acquired Fund’s 's shareholders of record—some record with respect to each class of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined its shares as of the Closing Date as defined in paragraph 3.1 (the “"Acquired Fund Shareholders”"), on a pro rata basis within that class, the Acquiring Fund Shares of the corresponding class received by the Acquired Fund pursuant to paragraph 1.11.1 and (b) completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of the Acquired Fund's shares, by transferring the transfer of the Acquiring Fund Shares of each class then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open individual and omnibus accounts on such books for the benefit share records of (a) the Acquiring Fund in the names of the Acquired Fund Shareholders other than Nominee Shareholders Shareholders. The aggregate net asset value of Class A, Class B, Class C, Class K 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 Class Y Acquiring Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposesbe so credited to Class A, an Class B, Class II, Class K and Class Y Acquired Fund Shareholder shall be entitled to receiveShareholders, respectively, shall, with respect to each full and fractional share class, be equal to the aggregate net asset value of the shares of common stock ($0.01 par value per share) of the Acquired Fund held by such shareholder, a full and fractional Acquiring ("Acquired Fund Share Shares") of the corresponding share class, as set forth in Appendix A. class owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding shares of the Acquired Fund Shares will simultaneously be canceled on the books of the Acquired Fund, although shares certificates representing interests in Class A, Class B, Class II, Class K and Class Y Acquired Fund simultaneously with Shares will represent a number of the distribution corresponding class of Acquiring Fund Shares to after the Acquired Closing Date, as determined in accordance with Section 2.3. The Acquiring Fund Shareholdersshall not issue certificates representing the Class A, Class B, Class C, Class K and Class Y Acquiring Fund Shares in connection with such exchange. 1.7 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued 's Transfer Agent, as defined in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional informationparagraph 3.3. 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 1.6. Any reporting responsibility of the Acquired Fund Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission ("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 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 FUND PORTFOLIO TO THE ACQUIRING PORTFOLIO IN EXCHANGE FOR THE ACQUIRING FUND SHARES PORTFOLIO SHARES, THE ASSUMPTION OF ALL KNOWN ACQUIRED PORTFOLIO LIABILITIES AND THE ACQUIRING FUND’S ASSUMPTION OF ACQUIRED FUND LIABILITIES AND LIQUIDATION OF THE ACQUIRED FUND.PORTFOLIO 1.1 1.1. Subject to the requisite approval of the Acquired Portfolio shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein: (a) The , the Acquired Fund shall assignPortfolio agrees to transfer all of the Acquired Portfolio’s assets, transfer and convey as set forth in paragraph 1.2, to the Acquiring Fund all of Portfolio, and the Assets of the Acquired Fund (as defined in paragraph 1.2). (b) The Acquiring Fund Portfolio agrees in exchange therefor— therefore: (i) to issue and deliver to the Acquired Fund Portfolio the number of full and fractional Class I Acquiring Fund Portfolio Shares determined by dividing the value of each class the Acquired Portfolio’s net assets with respect to Class I 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 of Class I, computed in the manner and as of the time and date set forth in paragraph 2.2; (ii) to deliver to the Acquired Portfolio the number of full and fractional Class S Acquiring Portfolio Shares determined by dividing the value of the Acquired Portfolio’s net assets with respect to Class S 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 of Class S, computed in the manner and as of the time and date set forth in paragraph 2.2; (iii) to deliver to the Acquired Portfolio the number of full and fractional Class S Acquiring Portfolio Shares determined by dividing the value of the Acquired Portfolio’s net assets with respect to Class S2 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 of Class S, computed in the manner and as of the time and date set forth in paragraph 2.2; and (iv) to assume the liabilities of the Acquired Portfolio, as set forth in Appendix A equal to the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of the Acquired Fund Shares as of the Valuation Date (as defined in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) of the Acquired Fund. (c) . Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “Closing”). (a) 1.2. The assets of the Acquired Fund Portfolio to be acquired by the Acquiring Fund (the “Assets”) Portfolio shall consist of all assets and property, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Portfolio and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Portfolio on the closing date provided for in paragraph 3.1 (the “Closing 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 Agreement1.3. The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may Portfolio will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the The Acquiring Fund Portfolio shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves the liabilities of the Acquired Fund Portfolio set forth in the Acquired Portfolio’s Statement of Assets and Liabilities as of the Closing Date (collectivelydelivered by Investors Trust, on behalf of the Acquired Portfolio, to Variable Products Trust, on behalf of the Acquiring Portfolio, pursuant to paragraph 7.2 hereof. On or as soon as practicable prior to the Closing Date, the “Liabilities”)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 The Assets shall be delivered 1.4. Immediately after the transfer of assets provided for in paragraph 1.1, the Acquired Portfolio will: (i) distribute to the Acquired Portfolio’s shareholders of record with respect to its Class I, determined as of immediately after the close of business on the Closing Date to Date, on a pro rata basis within that class, the Acquiring Fund’s custodian (the “Custodian”), for the account Portfolio Shares 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 Class I received by the Acquired Fund after Portfolio pursuant to paragraph 1.1, (ii) distribute to the Closing Date as distributions on or Acquired Portfolio’s shareholders of record with respect to its Class S, determined as of immediately after the Assets transferred. Such assets shall be deemed included in the Assets transferred to the Acquiring Fund close of business on the Closing Date and shall not be separately valued. 1.6 On or as soon after the Closing Date as is possibleDate, the Acquired Fund will liquidate and distribute on a pro rata in accordance with this paragraph to the Acquired Fund’s shareholders of record—some of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined as of the Closing Date (the “Acquired Fund Shareholders”)basis within that class, the Acquiring Fund Portfolio Shares of the corresponding class Class S received by the Acquired Fund Portfolio pursuant to paragraph 1.1, (iii) distribute to the Acquired Portfolio’s shareholders of record with respect to its Class S2, determined as of immediately after the close of business on the Closing Date, on a pro rata basis within that class, the Acquiring Portfolio Shares of Class S received by the Acquired Portfolio pursuant to paragraph 1.1, and (iv) completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of the Acquired Portfolio’s shares, by transferring the transfer of the Acquiring Fund Portfolio Shares of each class then credited to the account of the Acquired Fund Portfolio on the books of the Acquiring Fund Portfolio to open individual and omnibus accounts on such books for the benefit share records of (a) the Acquiring Portfolio in the names of the shareholders of record of each class of the Acquired Fund Shareholders other than Nominee Shareholders and Portfolio’s shares, determined as of immediately after the close of business on the Closing Date (b) the indirect holders of Acquired Fund Shares through Nominee Shareholders of the corresponding class (collectively, the “Beneficial Acquired Portfolio Shareholders”) ). The aggregate net asset value of Class S Acquiring Portfolio Shares to be so credited to Class S Acquired Portfolio Shareholders, Class I Acquiring Portfolio Shares to be so credited to Class I Portfolio Shareholders, and representing the respective pro rata number of full and fractional Class S Acquiring Fund Portfolio Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Acquired Fund Shareholder shall be entitled so credited to receiveClass S2 Portfolio Shareholders shall, with respect to each full and fractional share class, be equal to the aggregate net asset value of the Acquired Fund held Portfolio shares of that appropriate class owned by such shareholder, a full and fractional Acquiring Fund Share of shareholders on the corresponding share class, as set forth in Appendix A. Closing Date. All issued and outstanding Class I, Class S and Class S2 Acquired Portfolio shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund simultaneously with Portfolio, although share certificates representing interests in Class I, Class S, Class S2 of the distribution Acquired Portfolio will represent a number of the appropriate class of Acquiring Fund Portfolio Shares to after the Acquired Fund ShareholdersClosing Date, as determined in accordance with Section 2.3. The Acquiring Portfolio shall not issue certificates representing the Class I and Class S Acquiring Portfolio Shares in connection with such exchange. 1.7 1.5. Ownership of Acquiring Fund Portfolio Shares will be shown on the books of the Acquiring FundPortfolio’s transfer agent. Shares of the Acquiring Fund will be issued , as defined in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional informationparagraph 3.3. 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 1.6. Any reporting responsibility of the Acquired Fund Portfolio 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 (the “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 Fund up to and including the Closing Date and such later date on which the Acquired Fund’s existence is terminatedPortfolio. 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 FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND SHARES, THE ACQUIRING FUND’S ASSUMPTION OF ALL KNOWN ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND. 1.1 1.1. Subject to the terms and conditions contained herein: (a) The Acquired Fund shall assign, transfer and convey to the Acquiring Fund all of the Assets requisite approval of the Acquired Fund (shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of the Acquired Fund’s assets, as defined set forth in paragraph 1.2). (b) The , to the Acquiring Fund, and the Acquiring Fund agrees in exchange therefor— : (i) to issue and deliver to the Acquired Fund the number of full and fractional Class A, Class B, Class C, Class I and Class O Acquiring Fund Shares determined by dividing the value of the Acquired Fund’s net assets with respect to each class class, computed in the manner and as of the time and date set forth in Appendix A equal to paragraph 2.1, by the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of one Acquiring Fund Share of the Acquired Fund Shares same class, computed in the manner and as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund 2.2; and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) liabilities of the Acquired Fund. (c) , as set forth in paragraph 1.3. Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “Closing”). (a) 1.2. The assets of the Acquired Fund to be acquired by the Acquiring Fund (the “Assets”) shall consist of all assets and property, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Fund on the closing date provided for in paragraph 3.1 (the “Closing 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 Agreement1.3. The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the The Acquiring Fund shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves the liabilities of the Acquired Fund set forth in the Acquired Fund’s Statement of Assets and Liabilities as of the Closing Date (collectivelydelivered by ING Series Fund, on behalf of the “Liabilities”). 1.4 The Assets shall be delivered Acquired Fund, to ING Mutual Funds, on the Closing Date to the Acquiring Fund’s custodian (the “Custodian”), for the account behalf 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 pursuant 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 claimsparagraph 7.2 hereof. 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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund will liquidate 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 Fund will: (i) distribute pro rata in accordance with this paragraph to the Acquired Fund’s shareholders of record—some of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined record with respect to its Class A, Class B, Class C, Class I and Class O shares, determined as of immediately after the close of business on the Closing Date (the “Acquired Fund Shareholders”)Date, on a pro rata basis within each class, the Acquiring Fund Shares of the corresponding same class received by the Acquired Fund pursuant to paragraph 1.1, and (ii) completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of the Acquired Fund’s shares, by transferring the transfer of the Acquiring Fund Shares of each class then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open individual and omnibus accounts on such books for the benefit share records of the Acquiring Fund in the names of the shareholders of record of each class of the Acquired Fund’s shares, determined as of immediately after the close of business on the Closing Date (a) the “Acquired Fund Shareholders”). The aggregate net asset value of Class A, Class B, Class C, Class I and Class O Acquiring Fund Shares to be so credited to Class A, Class B, Class C, Class I and Class O 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 Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Acquired Fund Shareholder shall be entitled to receiveshall, with respect to each full and fractional share class, be equal to the aggregate net asset value of the Acquired Fund held shares of that same class owned by such shareholder, a full and fractional Acquiring Fund Share of shareholders on the corresponding share class, as set forth in Appendix A. Closing Date. All issued and outstanding shares of the Class A, Class B, Class C, Class I and Class O Acquired Fund shares will simultaneously be canceled on the books of the Acquired Fund, although share certificates representing interests in Class A, Class B, Class C, Class I and Class O of the Acquired Fund simultaneously with will represent a number of the distribution same class of Acquiring Fund Shares to after the Acquired Closing Date, as determined in accordance with Section 2.3. The Acquiring Fund Shareholdersshall not issue certificates representing the Class A, Class B, Class C, Class I and Class O Acquiring Fund Shares in connection with such exchange. 1.7 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued , as defined in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional informationparagraph 3.3. 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 1.6. Any reporting responsibility of the Acquired 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 (the “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 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 FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND SHARES, THE ACQUIRING FUND’S ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND. 1.1 Subject to the terms and conditions contained herein: (a) The Acquired Fund shall assign, transfer and convey to the Acquiring Fund all of the Assets requisite approval of the Acquired Fund (Shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of the Acquired Fund's assets, as defined set forth in paragraph 1.2). (b) The , to the Acquiring Fund, and the Acquiring Fund agrees in exchange therefor— : (i) to issue and deliver to the Acquired Fund the number of full and fractional Class A and Class C Acquiring Fund Shares determined by dividing the value of each class the Acquired Fund's net assets with respect to its Individual Class shares and Institutional Class shares, respectively, computed in the manner and as of the time and date set forth in Appendix A equal to paragraph 2.1, by the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of one Acquiring Fund Class A Share and Class C Share, respectively, computed in the Acquired Fund Shares manner and as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund 2.2; and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) all liabilities of the Acquired Fund. (c) , as set forth in paragraph 1.3. Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “"Closing”"). (a) 1.2 The assets of the Acquired Fund to be acquired by the Acquiring Fund (the “Assets”) shall consist of all assets and property, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as assets on the books of the Acquired Fund, on the Closing Date. The Assets shall be invested at all times through the Closing in a manner that ensures compliance with paragraph 3.1(j). (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 Fund may endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the Acquiring Fund shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves of the Acquired Fund as of the Closing Date (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 after the Closing Date as is possible, the Acquired Fund will liquidate and distribute pro rata in accordance with this paragraph to the Acquired Fund’s shareholders of record—some of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined as of the Closing Date (the “Acquired Fund Shareholders”), the Acquiring Fund Shares of the corresponding class received by the Acquired Fund pursuant to paragraph 1.1. Such liquidation and distribution will be accomplished by transferring the Acquiring Fund Shares of each class then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open individual and omnibus accounts on such books for the 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 Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Acquired Fund Shareholder shall be entitled to receive, with respect to each full and fractional share of the Acquired Fund held by such shareholder, a full and fractional Acquiring Fund Share of the corresponding share class, as set forth in Appendix A. All issued and outstanding shares of the Acquired Fund will be canceled asset on the books of the Acquired Fund simultaneously with the distribution of Acquiring Fund Shares to the Acquired Fund Shareholders. 1.7 Ownership of Acquiring Fund Shares will be shown on the books of closing date provided for in paragraph 3.1 (the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional information. 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 Fund is and shall remain the responsibility of the Acquired 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”Date") (usuallycollectively, 4:00 p.m., Eastern time"Assets"), 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 FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND SHARES, THE ACQUIRING FUND’S ASSUMPTION OF ALL KNOWN ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND. 1.1 1.1. Subject to the terms and conditions contained herein: (a) The Acquired Fund shall assign, transfer and convey to the Acquiring Fund all of the Assets requisite approval of the Acquired Fund (shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of the Acquired Fund’s assets, as defined set forth in paragraph 1.2). (b) The , to the Acquiring Fund, and the Acquiring Fund agrees in exchange therefor— therefore: (i) to issue and deliver to the Acquired Fund the number of full and fractional Class A, Class B, Class C and Class I Acquiring Fund Shares determined by dividing the value of the Acquired Fund’s net assets with respect to each class 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 Fund Share of the 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 Class Q 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 Fund Share of Class A, computed in the manner and as of the time and date set forth in paragraph 2.2; and (iii) to assume all liabilities of the Acquired Fund, as set forth in Appendix A equal to the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of the Acquired Fund Shares as of the Valuation Date (as defined in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) of the Acquired Fund. (c) . Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “Closing”). (a) 1.2. The assets of the Acquired Fund to be acquired by the Acquiring Fund (the “Assets”) shall consist of all assets and property, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Fund on the closing date provided for in paragraph 3.1 (the “Closing 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 Agreement1.3. The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the The Acquiring Fund shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves the liabilities of the Acquired Fund set forth in the Acquired Fund’s Statement of Assets and Liabilities as of the Closing Date (collectivelydelivered by the Trust, on behalf of the “Liabilities”). 1.4 The Assets shall be delivered on the Closing Date Acquired Fund, 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 pursuant 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 claimsparagraph 7.2 hereof. 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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund will liquidate 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 theClosing Date. 1.4. Immediately after the transfer of assets provided for in paragraph 1.1, the Acquired Fund will (i) distribute pro rata in accordance with this paragraph to the Acquired Fund’s shareholders of record—some of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined record with respect to Class A, Class B, Class C and Class I shares, determined as of immediately after the close of business on the Closing Date (the “Acquired Fund Shareholders”)Date, on a pro rata basis within that class, the Acquiring Fund Shares of the corresponding same class received by the Acquired Fund pursuant to paragraph 1.1. Such liquidation and distribution will be accomplished by transferring ; (ii) distribute to the Acquired Fund’s shareholders of record with respect to Class Q shares, determined as of immediately after the close of business on the Closing Date, on a pro rata basis within that class, the Acquiring Fund Shares of Class A received by the Acquired Fund pursuant to paragraph 1.1; and (iii) completely liquidate. Such distribution and liquidation will be accomplished, with respect to each class Class of the Acquired Fund’s shares, by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open individual and omnibus accounts on such books for the benefit share records of the Acquiring Fund in the names of the Class A, Class B, Class C, Class I and Class Q Acquired Fund shareholders (a) the “Acquired Fund Shareholders”). The aggregate net asset value of Class A, Class B, Class C and Class I Acquiring Fund Shares to be so credited to Class A, Class B, Class C and Class I 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 Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Acquired Fund Shareholder shall be entitled to receiveshall, with respect to each full and fractional share class, be equal to the aggregate net asset value of the Acquired Fund held shares of that same class owned by such shareholder, a full and fractional shareholders on the Closing Date. The aggregate net asset value of Class A Acquiring Fund Share Shares to be so credited to Class Q Acquired Fund Shareholders shall be equal to the aggregate net asset value of the corresponding share class, as set forth in Appendix A. Acquired Fund shares of Class Q owned by such shareholders on the Closing Date. All issued and outstanding shares of the Class A, Class B, Class C and Class I Acquired Fund shares will simultaneously be canceled on the books of the Acquired Fund, although share certificates representing interests in Class A, Class B, Class C and Class I shares of the Acquired Fund simultaneously with will represent a number of the distribution same class of Acquiring Fund Shares to after the Closing Date, as determined in accordance with Section 2.3. All issued and outstanding Class Q Acquired Fund shares will simultaneously be canceled on the books of the Acquired Fund, although share certificates representing interests in Class Q shares of the Acquired Fund Shareholderswill represent a number of Class A Acquiring Fund Shares after the Closing Date, as determined in accordance with Section 2.3. The Acquiring Fund shall not issue certificates representing the Class A, Class B, Class C and Class I Acquiring Fund Shares in connection with such exchange. 1.7 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued , as defined in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional informationparagraph 3.3. 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 1.6. Any reporting responsibility of the Acquired 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 (the “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 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 FUND PORTFOLIO TO THE ACQUIRING PORTFOLIO IN EXCHANGE FOR THE ACQUIRING FUND SHARES PORTFOLIO SHARES, THE ASSUMPTION OF ALL KNOWN ACQUIRED PORTFOLIO LIABILITIES AND THE ACQUIRING FUND’S ASSUMPTION OF ACQUIRED FUND LIABILITIES AND LIQUIDATION OF THE ACQUIRED FUND.PORTFOLIO 1.1 1.1. Subject to the requisite approval of the Acquired Portfolio shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein: (a) The , the Acquired Fund shall assignPortfolio agrees to transfer all of the Acquired Portfolio’s assets, transfer and convey as set forth in paragraph 1.2, to the Acquiring Fund all of Portfolio, and the Assets of the Acquired Fund (as defined in paragraph 1.2). (b) The Acquiring Fund Portfolio agrees in exchange therefor— : (i) to issue and deliver to the Acquired Fund Portfolio the number of full and fractional Class I Acquiring Fund Portfolio Shares determined by dividing the value of each class the Acquired Portfolio’s net assets with respect to Class I shares, computed in the manner and as of the time and date set forth in Appendix A equal to paragraph 2.1, by the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of one Acquiring Portfolio Share of the Acquired Fund Shares same class, computed in the manner and as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund 2.2; and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (liabilities of the Acquired Portfolio, as defined set forth in paragraph 1.3) of the Acquired Fund. (c) . Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “Closing”). (a) 1.2. The assets of the Acquired Fund Portfolio to be acquired by the Acquiring Fund (the “Assets”) Portfolio shall consist of all assets and property, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Portfolio and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Portfolio on the closing date provided for in paragraph 3.1 (the “Closing 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 Agreement1.3. The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may Portfolio will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the The Acquiring Fund Portfolio shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves the liabilities of the Acquired Fund Portfolio set forth in the Acquired Portfolio’s Statement of Assets and Liabilities as of the Closing Date (collectivelydelivered by the Trust, on behalf of the “Liabilities”). 1.4 The Assets shall be delivered on the Closing Date Acquired Portfolio, to the Acquiring Fund’s custodian (the “Custodian”)Company, for the account on behalf of the Acquiring FundPortfolio, 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 pursuant 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 claimsparagraph 7.2 hereof. 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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund Portfolio will liquidate 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: (i) distribute pro rata in accordance with this paragraph to the Acquired FundPortfolio’s shareholders of record—some of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined record with respect to its Class I shares, determined as of immediately after the close of business on the Closing Date (the “Acquired Fund Shareholders”)Date, on a pro rata basis within that class, the Acquiring Fund Portfolio Shares of the corresponding same class received by the Acquired Fund Portfolio pursuant to paragraph 1.1; and (ii) completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to Class I of the Acquired Portfolio’s shares, by transferring the transfer of the Acquiring Fund Portfolio Shares of each class then credited to the account of the Acquired Fund Portfolio on the books of the Acquiring Fund Portfolio to open individual and omnibus accounts on such books for the benefit of (a) the Acquired Fund Shareholders other than Nominee Shareholders and (b) the indirect holders of Acquired Fund Shares through Nominee Shareholders share records of the corresponding class (collectively, Acquiring Portfolio in the “Beneficial Shareholders”) and representing names of the respective pro rata number shareholders of full and fractional Acquiring Fund Shares record of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Acquired Fund Shareholder shall be entitled to receive, with respect to each full and fractional share Class I of the Acquired Fund held Portfolio’s shares, determined as of immediately after the close of business on the Closing Date (the “Acquired Portfolio Shareholders”). The aggregate net asset value of Class I Acquiring Portfolio Shares to be so credited to Class I Acquired Portfolio Shareholders shall be equal to the aggregate net asset value of the Acquired Portfolio shares of that same class owned by such shareholder, a full and fractional Acquiring Fund Share of shareholders on the corresponding share class, as set forth in Appendix A. Closing Date. All issued and outstanding Class I Acquired Portfolio shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund simultaneously with the distribution Portfolio, although share certificates representing interests in Class I shares of Acquiring Fund Shares to the Acquired Fund ShareholdersPortfolio will represent a number of Class I Acquiring Portfolio Shares after the Closing Date, as determined in accordance with Section 2.3. The Acquiring Portfolio shall not issue certificates representing the Class I Acquiring Portfolio Shares in connection with such exchange. 1.7 1.5. Ownership of Acquiring Fund Portfolio Shares will be shown on the books of the Acquiring FundPortfolio’s transfer agent. Shares of the Acquiring Fund will be issued , as defined in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional informationparagraph 3.3. 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 1.6. Any reporting responsibility of the Acquired Fund Portfolio 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 (the “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 Fund up to and including the Closing Date and such later date on which the Acquired Fund’s existence is terminatedPortfolio. 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 FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND SHARES, THE ACQUIRING FUND’S ASSUMPTION OF ALL KNOWN ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND. 1.1 1.1. Subject to the terms and conditions contained herein: (a) The Acquired Fund shall assign, transfer and convey to the Acquiring Fund all of the Assets requisite approval of the Acquired Fund (shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of the Acquired Fund’s assets, as defined set forth in paragraph 1.2). (b) The , to the Acquiring Fund, and the Acquiring Fund agrees in exchange therefor— : (i) to issue and deliver to the Acquired Fund the number of full and fractional Class A, Class B, Class C and Class I Acquiring Fund Shares determined by dividing the value of the Acquired Fund’s net assets with respect to each class class, computed in the manner and as of the time and date set forth in Appendix A equal to paragraph 2.1, by the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of one Acquiring Fund Share of the Acquired Fund Shares same class, computed in the manner and as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund 2.2; and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) liabilities of the Acquired Fund. (c) , as set forth in paragraph 1.3. Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “Closing”). (a) 1.2. The assets of the Acquired Fund to be acquired by the Acquiring Fund (the “Assets”) shall consist of all assets and property, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Fund on the closing date provided for in paragraph 3.1 (the “Closing 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 Agreement1.3. The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the The Acquiring Fund shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves the liabilities of the Acquired Fund set forth in the Acquired Fund’s Statement of Assets and Liabilities as of the Closing Date (collectivelydelivered by ING Series Fund, on behalf of the “Liabilities”). 1.4 The Assets shall be delivered Acquired Fund, to ING Equity Trust, on the Closing Date to the Acquiring Fund’s custodian (the “Custodian”), for the account behalf 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 pursuant 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 claimsparagraph 7.2 hereof. 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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund will liquidate 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 Fund will: (i) distribute pro rata in accordance with this paragraph to the Acquired Fund’s shareholders of record—some of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined record with respect to its Class A, Class B, Class C and Class I shares, determined as of immediately after the close of business on the Closing Date (the “Acquired Fund Shareholders”)Date, on a pro rata basis within each class, the Acquiring Fund Shares of the corresponding same class received by the Acquired Fund pursuant to paragraph 1.1, and (ii) completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of the Acquired Fund’s shares, by transferring the transfer of the Acquiring Fund Shares of each class then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open individual and omnibus accounts on such books for the benefit share records of the Acquiring Fund in the names of the shareholders of record of each class of the Acquired Fund’s shares, determined as of immediately after the close of business on the Closing Date (a) the “Acquired Fund Shareholders”). The aggregate net asset value of Class A, Class B, Class C and Class I Acquiring Fund Shares to be so credited to Class A, Class B, Class C and Class I 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 Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Acquired Fund Shareholder shall be entitled to receiveshall, with respect to each full and fractional share class, be equal to the aggregate net asset value of the Acquired Fund held shares of that same class owned by such shareholder, a full and fractional Acquiring Fund Share of shareholders on the corresponding share class, as set forth in Appendix A. Closing Date. All issued and outstanding shares of the Class A, Class B, Class C, and Class I Acquired Fund shares will simultaneously be canceled on the books of the Acquired Fund, although share certificates representing interests in Class A, Class B, Class C and Class I shares of the Acquired Fund simultaneously with will represent a number of the distribution same class of Acquiring Fund Shares to after the Acquired Closing Date, as determined in accordance with Section 2.3. The Acquiring Fund Shareholdersshall not issue certificates representing the Class A, Class B, Class C and Class I Acquiring Fund Shares in connection with such exchange. 1.7 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued , as defined in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional informationparagraph 3.3. 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 1.6. Any reporting responsibility of the Acquired 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 (the “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 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 FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND SHARES, THE ACQUIRING FUND’S ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND. 1.1 Subject to the terms and conditions contained herein: (a) The Acquired Fund shall will sell, assign, convey, transfer and convey deliver all of its property and assets, as set forth in paragraph 1.2, to the Acquiring Fund all of the Assets of the Acquired Fund (as defined in paragraph 1.2). (b) The Acquiring Fund agrees in exchange therefor— (i) to issue and Fund; will deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares of corresponding to each class as set forth in Appendix A equal to the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of the Acquired Fund Shares as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu of delivering certificates for 3.1, determined by dividing the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) value of the Acquired Fund. 's net assets with respect to each class of the Acquired Fund (ccomputed in the manner and as of the time and date set forth in paragraph 2.1) by the net asset value of one share of the corresponding class of Acquiring Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.2); and will assume all liabilities of the Acquired Fund. Such transactions shall take place at the on a closing date as provided for in paragraph 2.1 3.1 (the “Closing”"Closing Date"). (a) 1.2 The property and assets of the Acquired Fund Fund, to be sold, assigned, conveyed, transferred and delivered to and acquired by the Acquiring Fund (the “Assets”) Fund, shall consist of all propertyassets and property of every kind and nature of the Acquired Fund, including, without limitation, all rights, receivables (including all dividend, interest and other receivables), cash, cash equivalents, claims (whether absolute or contingent, known or unknown), securities, commodities and futures interests, dividend good will and interest receivablesother intangible property, claims and rights of action that are owned by the Acquired Fund, and any deferred or prepaid expenses shown and all interests, rights, privileges and powers, the Acquired Fund owns at the Valuation Date (as assets on defined in paragraph 2.1) (collectively, "Assets"). The Acquiring Fund shall assume all of the books liabilities and obligations of the Acquired Fund, on including, without limitation, all indemnification obligations of the Closing Date. The Assets shall be invested at all times through the Closing in a manner that ensures compliance with paragraph 3.1(j). (b) The Acquired Fund has provided with respect to the Acquiring Fund with a list of all of its property as current and former members of the date Board and officers of execution of this Agreementthe Trust, whether accrued or contingent, known or unknown, existing at the Valuation Date (collectively, "Liabilities"). The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may endeavor to discharge all of its known liabilities will sell, assign, convey, transfer and obligations prior to the Closing Date. At the Closing, the Acquiring Fund shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves of the Acquired Fund as of the Closing Date (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 deliver 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 distributionsrights, rights stock dividends, or other assets securities received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the Assets property and assets transferred. Such assets , which rights, stock dividends, and other securities shall be deemed included in the Assets property and assets transferred to the Acquiring Fund on 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. 1.6 1.3 The Acquired Fund will make reasonable efforts to discharge all of its known Liabilities prior to the Valuation Date. 1.4 On or as soon after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund will liquidate declare and distribute pro rata in accordance with this paragraph pay to the Acquired Fund’s its shareholders of record—some record one or more dividends and/or other distributions so that it will have distributed substantially all of which hold Acquired Fund Shares its investment company taxable income as defined in omnibus accounts the Code (computed without regard to any deduction for dividends paid) and realized net capital gain as defined in the “Nominee Shareholders”)—determined as of Code (after deduction for any available capital loss carryover), if any, for all tax periods ending on or before the Closing Date (and treating the “Acquired Fund Shareholders”), the Acquiring Fund Shares of the corresponding class received by the Acquired Fund pursuant to paragraph 1.1. Such liquidation and distribution will be accomplished by transferring the Acquiring Fund Shares of each class then credited to the account of the Acquired Fund current taxable year as ending on the books of the Acquiring Fund to open individual and omnibus accounts on Closing Date) such books for the 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 Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Acquired Fund Shareholder shall be entitled to receive, with respect to each full and fractional share of the Acquired Fund held by such shareholder, a full and fractional Acquiring Fund Share of the corresponding share class, as set forth in Appendix A. All issued and outstanding shares of that the Acquired Fund will be canceled on the books of the Acquired Fund simultaneously with the distribution of Acquiring Fund Shares to the Acquired Fund Shareholders. 1.7 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional information. 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 Fund is and shall remain the responsibility of the Acquired 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 have no tax liability under Section 852 or Section 4982 for the Acquiring Fundcurrent and any prior tax periods.

TRANSFER OF ASSETS OF THE. ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND SHARES, THE ACQUIRING FUND’S ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND. 1.1 Subject to requisite approvals and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein: (a) The , the Acquired Fund shall Entity, on behalf of the Acquired Fund, agrees to sell, assign, convey, transfer and convey deliver all of its property and assets, as set forth in paragraph 1.2, to the Acquiring Fund all Fund, and the Acquiring Entity, on behalf of the Assets of the Acquired Fund (as defined in paragraph 1.2). (b) The Acquiring Fund Fund, agrees in exchange therefor— : (ia) to issue and deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares of corresponding to each class as set forth in Appendix A equal to the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of the Acquired Fund Shares as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu 3.1, determined by dividing the value of delivering certificates for the Acquiring Acquired Fund?s net assets with respect to each class of the Acquired Fund Shares, (computed in the Acquiring Fund shall credit manner and as of the time and date set forth in paragraph 2.1) by the net asset value of one share of the corresponding class of Acquiring Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.2); and (b) to assume all liabilities of the Acquired Fund’s account . Such transactions shall take place on a closing date as provided for in paragraph 3.1 (the books ?Closing Date?). 1.2 The property and assets of the Acquiring Fund and shall deliver a confirmation thereof Acquired Entity, attributable to the Acquired Fund, and (ii) to assume be sold, assigned, conveyed, transferred and delivered to and acquired by the Liabilities (as defined in paragraph 1.3) Acquiring Entity, on behalf of the Acquiring Fund, shall consist of all assets and property of every kind and nature of the Acquired Fund. , including, without limitation, all rights, receivables (c) Such transactions shall take place at the closing provided for in paragraph 2.1 (the “Closing”including dividend, interest and other receivables). (a) The assets of the Acquired Fund to be acquired by the Acquiring Fund (the “Assets”) shall consist of all property, including all cash, cash equivalents, claims (whether absolute or contingent, known or unknown), securities, commodities and futures interests, dividend good will and interest receivablesother intangible property, claims and rights of action that are owned by the Acquired Fund, and any deferred or prepaid expenses shown and all interests, rights, privileges and powers, the Acquired Fund owns at the Valuation Date (as assets defined in paragraph 2.1) (collectively, ?Assets?). The Acquiring Entity, on behalf of the books Acquiring Fund, shall assume all of the liabilities and obligations of the Acquired Fund, on including, without limitation, all indemnification obligations with respect to the Closing Date. The Assets shall be invested at all times through the Closing in a manner that ensures compliance with paragraph 3.1(j). (b) The Acquired Fund has provided the Acquiring Fund with a list of all of its property as current and former members of the date Acquired Entity Board and officers of execution of this Agreementthe Acquired Entity, whether accrued or contingent, known or unknown, existing at the Valuation Date (collectively, ?Liabilities?). The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may endeavor to discharge all of its known liabilities will sell, assign, convey, transfer and obligations prior to the Closing Date. At the Closing, the Acquiring Fund shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves of the Acquired Fund as of the Closing Date (collectively, the “Liabilities”). 1.4 The Assets shall be delivered on the Closing Date deliver to the Acquiring Fund’s custodian (the “Custodian”)Entity, for the account on behalf of the Acquiring Fund, with all securities not in bearer or book-entry form duly endorsedany rights, stock dividends, 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 securities received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the Assets property and assets transferred. Such assets , which rights, stock dividends, and other securities shall be deemed included in the Assets property and assets transferred to the Acquiring Fund Entity, on behalf of 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 Entity on behalf of the Acquiring Fund. 1.6 1.3 The Acquired Fund will make reasonable efforts to discharge all of its known Liabilities prior to the Valuation Date. 1.4 On or as soon after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund will liquidate declare and distribute pro rata in accordance with this paragraph pay to the Acquired Fund’s its shareholders of record—some record one or more dividends and/or other distributions so that it will have distributed substantially all of which hold Acquired Fund Shares its investment company taxable income as defined in omnibus accounts the Code (computed without regard to any deduction for dividends paid) and realized net capital gain as defined in the “Nominee Shareholders”)—determined as of Code (after deduction for any available capital loss carryover), if any, for all tax periods ending on or before the Closing Date (and treating the “Acquired Fund Shareholders”), the Acquiring Fund Shares of the corresponding class received by the Acquired Fund pursuant to paragraph 1.1. Such liquidation and distribution will be accomplished by transferring the Acquiring Fund Shares of each class then credited to the account of the Acquired Fund current taxable year as ending on the books of the Acquiring Fund to open individual and omnibus accounts on Closing Date) such books for the 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 Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Acquired Fund Shareholder shall be entitled to receive, with respect to each full and fractional share of the Acquired Fund held by such shareholder, a full and fractional Acquiring Fund Share of the corresponding share class, as set forth in Appendix A. All issued and outstanding shares of that the Acquired Fund will be canceled on the books of the Acquired Fund simultaneously with the distribution of Acquiring Fund Shares to the Acquired Fund Shareholders. 1.7 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional information. 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 Fund is and shall remain the responsibility of the Acquired 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 have no tax liability under Section 852 or Section 4982 for the Acquiring Fundcurrent and any prior tax periods.

TRANSFER OF ASSETS OF THE. ACQUIRED FUND PORTFOLIO TO THE ACQUIRING PORTFOLIO IN EXCHANGE FOR THE ACQUIRING FUND SHARES PORTFOLIO SHARES, THE ASSUMPTION OF ALL KNOWN ACQUIRED PORTFOLIO LIABILITIES AND THE ACQUIRING FUND’S ASSUMPTION OF ACQUIRED FUND LIABILITIES AND LIQUIDATION OF THE ACQUIRED FUND.PORTFOLIO 1.1 1.1. Subject to the requisite approval of the Acquired Portfolio shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein: (a) The , the Acquired Fund shall assignPortfolio agrees to transfer all of the Acquired Portfolio’s assets, transfer and convey as set forth in paragraph 1.2, to the Acquiring Fund all of Portfolio, and the Assets of the Acquired Fund (as defined in paragraph 1.2). (b) The Acquiring Fund Portfolio agrees in exchange therefor— : (i) to issue and deliver to the Acquired Fund Portfolio the number of full and fractional Class I and Class S Acquiring Fund Portfolio Shares determined by dividing the value of the Acquired Portfolio’s net assets with respect to each class class, computed in the manner and as of the time and date set forth in Appendix A equal to paragraph 2.1, by the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of one Acquiring Portfolio Share of the Acquired Fund Shares same class, computed in the manner and as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund 2.2 and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (liabilities of the Acquired Portfolio, as defined set forth in paragraph 1.3) of the Acquired Fund. (c) . Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “Closing”). (a) 1.2. The assets of the Acquired Fund Portfolio to be acquired by the Acquiring Fund (the “Assets”) Portfolio shall consist of all assets and property, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Portfolio and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Portfolio on the closing date provided for in paragraph 3.1 (the “Closing 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 Agreement1.3. The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may Portfolio will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the The Acquiring Fund Portfolio shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves the liabilities of the Acquired Fund Portfolio set forth in the Acquired Portfolio’s Statement of Assets and Liabilities as of the Closing Date (collectivelydelivered by Variable Products Trust, on behalf of the “Liabilities”). 1.4 The Assets shall be delivered Acquired Portfolio, to Investors Trust, on the Closing Date to the Acquiring Fund’s custodian (the “Custodian”), for the account behalf of the Acquiring FundPortfolio, 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 pursuant 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 claimsparagraph 7.2 hereof. 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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund Portfolio will liquidate 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: (i) distribute pro rata in accordance with this paragraph to the Acquired FundPortfolio’s shareholders of record—some of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined record with respect to its Class I and Class S shares, determined as of immediately after the close of business on the Closing Date (the “Acquired Fund Shareholders”)Date, on a pro rata basis within each class, the Acquiring Fund Portfolio Shares of the corresponding same class received by the Acquired Fund Portfolio pursuant to paragraph 1.11.1 and (ii) completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of the Acquired Portfolio’s shares, by transferring the transfer of the Acquiring Fund Portfolio Shares of each class then credited to the account of the Acquired Fund Portfolio on the books of the Acquiring Fund Portfolio to open individual and omnibus accounts on such books for the benefit share records of (a) the Acquiring Portfolio in the names of the shareholders of record of each class of the Acquired Fund Shareholders other than Nominee Shareholders and Portfolio’s shares, determined as of immediately after the close of business on the Closing Date (b) the indirect holders of Acquired Fund Shares through Nominee Shareholders of the corresponding class (collectively, the “Beneficial Acquired Portfolio Shareholders”) ). The aggregate net asset value of Class I and representing the respective pro rata number of full Class S Acquiring Portfolio Shares to be so credited to Class I and fractional Acquiring Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Class S Acquired Fund Shareholder shall be entitled to receivePortfolio Shareholders shall, with respect to each full and fractional share class, be equal to the aggregate net asset value of the Acquired Fund held Portfolio shares of that same class owned by such shareholder, a full and fractional Acquiring Fund Share of shareholders on the corresponding share class, as set forth in Appendix A. Closing Date. All issued and outstanding Class I and Class S Acquired Portfolio shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund simultaneously with Portfolio, although share certificates representing interests in Class I and Class S of the distribution Acquired Portfolio will represent a number of the same class of Acquiring Fund Portfolio Shares to after the Acquired Fund ShareholdersClosing Date, as determined in accordance with Section 2.3. The Acquiring Portfolio shall not issue certificates representing the Class I and Class S Acquiring Portfolio Shares in connection with such exchange. 1.7 1.5. Ownership of Acquiring Fund Portfolio Shares will be shown on the books of the Acquiring FundPortfolio’s transfer agent. Shares of the Acquiring Fund will be issued , as defined in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional informationparagraph 3.3. 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 1.6. Any reporting responsibility of the Acquired Fund Portfolio 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 (the “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 Fund up to and including the Closing Date and such later date on which the Acquired Fund’s existence is terminatedPortfolio. 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 FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND SHARES, THE ACQUIRING FUND’S ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND. 1.1 1. Subject to the terms and conditions contained herein: (a) The Acquired Fund shall assign, transfer and convey to the Acquiring Fund all of the Assets requisite approval of the Acquired Fund (shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of the Acquired Fund's assets, as defined set forth in paragraph 1.2). (b) The , to the Acquiring Fund, and the Acquiring Fund agrees in exchange therefor— : (i) to issue and deliver to the Acquired Fund the number of full and fractional Class I Acquiring Fund Shares determined by dividing the value of each class the Acquired Fund's net assets, computed in the manner and as of the time and date set forth in Appendix A equal to paragraph 2.1, by the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of one Acquiring Fund Share of the Acquired Fund Shares same class, computed in the manner and as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund 2.2; and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) all liabilities of the Acquired Fund, as set forth in paragraph 1. (c) 3. Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “"Closing”"). (a) 2. The assets of the Acquired Fund to be acquired by the Acquiring Fund (the “Assets”) shall consist of all assets and property, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interestsinterests and dividends or interests receivable, dividend and interest receivables, claims and rights of action that are owned by the Acquired Fund, and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Fund on the closing date provided for in paragraph 3.1 (the "Closing 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 Agreement3. The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the The Acquiring Fund shall also assume all liabilities, debts, obligations, expenses, costs, charges and reserves of the liabilities of the Acquired Fund as of Fund, whether accrued or contingent, known or unknown, existing at the Closing Valuation Date (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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund will liquidate 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. 4. Immediately after the transfer of assets provided for in paragraph 1.1, the Acquired Fund will distribute pro rata in accordance with this paragraph to the Acquired Fund’s 's shareholders of record—some of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined , determined as of immediately after the close of business on the Closing Date (the “"Acquired Fund Shareholders”"), on a pro rata basis, the Acquiring Fund Shares of the corresponding class received by the Acquired Fund pursuant to paragraph 1.1, and will completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to the Acquired Fund's shares, by transferring the transfer of the Acquiring Fund Shares of each class then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open individual and omnibus accounts on such books for the benefit of (a) the Acquired Fund Shareholders other than Nominee Shareholders and (b) the indirect holders of Acquired Fund Shares through Nominee Shareholders share records of the corresponding class (collectively, the “Beneficial Shareholders”) and representing the respective pro rata number of full and fractional Acquiring Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Acquired Fund Shareholder shall be entitled to receive, with respect to each full and fractional share in the names of the Acquired Fund held Shareholders. The aggregate net asset value of Class I Acquiring Fund Shares to be so credited to Class I Acquired Fund Shareholders shall be equal to the aggregate net asset value of the Acquired Fund shares owned by such shareholder, a full and fractional Acquiring Fund Share of shareholders on the corresponding share class, as set forth in Appendix A. Closing Date. All issued and outstanding shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund, although share certificates representing interests in Class I shares of the Acquired Fund simultaneously with will represent a number of the distribution same class of Acquiring Fund Shares to after the Acquired Fund Shareholders. 1.7 Ownership of Closing Date, as determined in accordance with Section 2.3. The Acquiring Fund Shares will be shown on shall not issue certificates representing the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional information. 1.8 Any transfer taxes payable upon issuance of the Class I 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 connection with such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be issued and transferredexchange. 1.9 Any reporting responsibility of the Acquired Fund is and shall remain the responsibility of the Acquired 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 FUND PORTFOLIO TO THE ACQUIRING PORTFOLIO IN EXCHANGE FOR THE ACQUIRING FUND SHARES PORTFOLIO SHARES, THE ASSUMPTION OF ALL KNOWN ACQUIRED PORTFOLIO LIABILITIES AND THE ACQUIRING FUND’S ASSUMPTION OF ACQUIRED FUND LIABILITIES AND LIQUIDATION OF THE ACQUIRED FUND.PORTFOLIO 1.1 1.1. Subject to the requisite approval of the Acquired Portfolio shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein: (a) The , the Acquired Fund shall assignPortfolio agrees to transfer all of the Acquired Portfolio’s assets, transfer and convey as set forth in paragraph 1.2, to the Acquiring Fund all of Portfolio, and the Assets of the Acquired Fund (as defined in paragraph 1.2). (b) The Acquiring Fund Portfolio agrees in exchange therefor— : (i) to issue and deliver to the Acquired Fund Portfolio the number of full and fractional Class I Acquiring Fund Portfolio Shares determined by dividing the value of each class the Acquired Portfolio’s net assets with respect to Class I 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 of Class I, computed in the manner and as of the time and date set forth in paragraph 2.2; (ii) to deliver to the Acquired Portfolio the number of full and fractional Class S Acquiring Portfolio Shares determined by dividing the value of the Acquired Portfolio’s net assets with respect to Class S 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 of Class S, computed in the manner and as of the time and date set forth in paragraph 2.2; (iii) to deliver to the Acquired Portfolio the number of full and fractional Class S Acquiring Portfolio Shares determined by dividing the value of the Acquired Portfolio’s net assets with respect to ADV Class 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 of Class S, computed in the manner and as of the time and date set forth in paragraph 2.2; and (iv) to assume the liabilities of the Acquired Portfolio, as set forth in Appendix A equal to the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of the Acquired Fund Shares as of the Valuation Date (as defined in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) of the Acquired Fund. (c) . Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “Closing”). (a) 1.2. The assets of the Acquired Fund Portfolio to be acquired by the Acquiring Fund (the “Assets”) Portfolio shall consist of all assets and property, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Portfolio and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Portfolio on the closing date provided for in paragraph 3.1 (the “Closing 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 Agreement1.3. The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may Portfolio will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the The Acquiring Fund Portfolio shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves the liabilities of the Acquired Fund Portfolio set forth in the Acquired Portfolio’s Statement of Assets and Liabilities as of the Closing Date (collectivelydelivered by the Company, on behalf of the Acquired Portfolio, to the Trust, on behalf of the Acquiring Portfolio, pursuant to paragraph 7.2 hereof. On or as soon as practicable prior to the Closing Date, the “Liabilities”)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 The Assets shall be delivered 1.4. Immediately after the transfer of assets provided for in paragraph 1.1, the Acquired Portfolio will: (i) distribute to the Acquired Portfolio’s shareholders of record with respect to its Class I shares, determined as of immediately after the close of business on the Closing Date to Date, on a pro rata basis within that class, the Acquiring Fund’s custodian (the “Custodian”), for the account Portfolio Shares 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 Class I received by the Acquired Fund after Portfolio pursuant to paragraph 1.1, (ii) distribute to the Closing Date as distributions on or Acquired Portfolio’s shareholders of record with respect to its Class S shares, determined as of immediately after the Assets transferred. Such assets shall be deemed included in the Assets transferred to the Acquiring Fund close of business on the Closing Date and shall not be separately valued. 1.6 On or as soon after the Closing Date as is possibleDate, the Acquired Fund will liquidate and distribute on a pro rata in accordance with this paragraph to the Acquired Fund’s shareholders of record—some of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined as of the Closing Date (the “Acquired Fund Shareholders”)basis within that class, the Acquiring Fund Portfolio Shares of the corresponding class Class S received by the Acquired Fund Portfolio pursuant to paragraph 1.1, (iii) distribute to the Acquired Portfolio’s shareholders of record with respect to its ADV Class 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 Shares of Class S received by the Acquired Portfolio pursuant to paragraph 1.1, and (iv) completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of the Acquired Portfolio’s shares, by transferring the transfer of the Acquiring Fund Portfolio Shares of each class then credited to the account of the Acquired Fund Portfolio on the books of the Acquiring Fund Portfolio to open individual and omnibus accounts on such books for the benefit share records of (a) the Acquiring Portfolio in the names of the shareholders of record of each class of the Acquired Fund Shareholders other than Nominee Shareholders and Portfolio’s shares, determined as of immediately after the close of business on the Closing Date (b) the indirect holders of Acquired Fund Shares through Nominee Shareholders of the corresponding class (collectively, the “Beneficial Acquired Portfolio Shareholders”) ). The aggregate net asset value of Class S Acquiring Portfolio Shares to be so credited to ADV Class Acquired Portfolio Shareholders, Class S Acquiring Portfolio Shares to be so credited to Class S Portfolio Shareholders, and representing the respective pro rata number of full and fractional Class I Acquiring Fund Portfolio Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Acquired Fund Shareholder shall be entitled so credited to receiveClass I Portfolio Shareholders shall, with respect to each full and fractional share class, be equal to the aggregate net asset value of the Acquired Fund held Portfolio shares of that appropriate class owned by such shareholder, a full and fractional Acquiring Fund Share of shareholders on the corresponding share class, as set forth in Appendix A. Closing Date. All issued and outstanding ADV Class, Class S and Class I Acquired Portfolio shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund simultaneously with Portfolio, although share certificates representing interests in ADV Class, Class S and Class I of the distribution Acquired Portfolio will represent a number of the appropriate class of Acquiring Fund Portfolio Shares to after the Acquired Fund ShareholdersClosing Date, as determined in accordance with Section 2.3. The Acquiring Portfolio shall not issue certificates representing the Class S and Class I Acquiring Portfolio Shares in connection with such exchange. 1.7 1.5. Ownership of Acquiring Fund Portfolio Shares will be shown on the books of the Acquiring FundPortfolio’s transfer agent. Shares of the Acquiring Fund will be issued , as defined in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional informationparagraph 3.3. 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 1.6. Any reporting responsibility of the Acquired Fund Portfolio 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 (the “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 Fund up to and including the Closing Date and such later date on which the Acquired Fund’s existence is terminatedPortfolio. 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 FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND SHARES, THE ACQUIRING FUND’S ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND. 1.1 Subject to the terms and conditions contained herein: (a) The Acquired Fund shall assign, transfer and convey to the Acquiring Fund all of the Assets requisite approval of the Acquired Fund (and the Acquiring Fund shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of the Acquired Fund's assets, as defined set forth in paragraph 1.2). (b) The , to the Acquiring Fund, and the Acquiring Fund agrees in exchange therefor— : (i) to issue and deliver to the Acquired Fund the number of full and fractional Class A, Class B, Class C and Class T Acquiring Fund Shares determined by dividing the value of the Acquired Fund's net assets with respect to each class class, computed in the manner and as of the time and date set forth in Appendix A equal to paragraph 2.1, by the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of one Acquiring Fund Share of the Acquired Fund Shares same class, computed in the manner and as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund 2.2; and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) all liabilities of the Acquired Fund. (c) . Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “"Closing”"). (a) 1.2 The assets of the Acquired Fund to be acquired by the Acquiring Fund (the “Assets”) shall consist of all assets and property, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Fund on the closing date provided for in paragraph 3.1 (the "Closing Date. The Assets shall be invested at all times through the Closing in a manner that ensures compliance with paragraph 3.1(j"). (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 Fund may will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the The Acquiring Fund shall also assume all liabilities, debts, obligations, expenses, costs, charges and reserves of the liabilities of the Acquired Fund as of the Closing Date (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 whether accrued or book-entry form duly endorsedcontingent, known or accompanied by duly executed separate assignments or stock powersunknown, 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 existing at the Custodian for the account of the Acquiring Fund free and clear of all liens, encumbrances, rights, restrictions and claimsValuation Date. 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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund will liquidate 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 Fund will distribute pro rata in accordance with this paragraph to the Acquired Fund’s 's shareholders of record—some record with respect to each class of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined its shares, determined as of immediately after the close of business on the Closing Date (the “"Acquired Fund Shareholders”"), on a pro rata basis within that class, the Acquiring Fund Shares of the corresponding same class received by the Acquired Fund pursuant to paragraph 1.1, and will completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of the Acquired Fund's shares, by transferring the transfer of the Acquiring Fund Shares of each class then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open individual and omnibus accounts on such books for the benefit share records of (a) the Acquiring Fund in the names of the Acquired Fund Shareholders other than Nominee Shareholders Shareholders. The aggregate net asset value of Class A, Class B, Class C 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 Class T Acquiring Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposesbe so credited to Class A, an Class B, Class C and Class T Acquired Fund Shareholder shall be entitled to receiveShareholders shall, with respect to each full and fractional share class, be equal to the aggregate net asset value of the Acquired Fund held shares of that same class owned by such shareholder, a full and fractional Acquiring Fund Share of shareholders on the corresponding share class, as set forth in Appendix A. Closing Date. All issued and outstanding shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund, although share certificates representing interests in Class A, Class B, Class C and Class T shares of the Acquired Fund simultaneously with will represent a number of the distribution same class of Acquiring Fund Shares to after the Acquired Closing Date, as determined in accordance with Section 2.3. The Acquiring Fund Shareholdersshall not issue certificates representing the Class A, Class B, Class C and Class T Acquiring Fund Shares in connection with such exchange. 1.7 1.5 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s 's transfer agent. Shares of the Acquiring Fund will be issued in the manner described in the Acquiring Fund’s 's then-current prospectus(es) prospectus and statement of additional information. 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 1.6 Any reporting responsibility of the Acquired Fund including, but not limited to, the responsibility for filing of regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (the "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 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 FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND SHARES, THE ACQUIRING FUND’S ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND. 1.1 1.1. Subject to the requisite approval by Acquired Fund Shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein: (a) The , the Acquired Fund shall agrees to sell, assign, convey, transfer and convey deliver all of the property and assets of the Acquired Fund, as set forth in paragraph 1.2, to the Acquiring Fund all of Fund, and the Assets of the Acquired Fund (as defined in paragraph 1.2). (b) The Acquiring Fund agrees in exchange therefor— therefore: (ia) to issue and deliver to the Acquired Fund the number of full and fractional Class A, B, C, R and Y Acquiring Fund Shares determined by dividing the value of the Acquired Fund's net assets 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 of one Acquiring Fund Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (b) to assume all liabilities of the Acquired Fund, as set forth in Appendix A equal to paragraph 1.3. Such transactions shall take place on the number of outstanding full and fractional shares date of the corresponding class closing provided for in paragraph 3.1 ("Closing Date"). For purposes of this Agreement, and this paragraph 1.1 in particular, Class K shares of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal be deemed to the aggregate net asset value of the Acquired Fund Shares as of the Valuation Date (as defined in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares correspond to the Acquired Fund’s account on the books of the Acquiring Fund and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) Class A shares of the Acquired Fund. (c) Such transactions shall take place at the closing provided for in paragraph 2.1 (the “Closing”). (a) 1.2. The property and assets of MST II attributable to the Acquired Fund to be sold, assigned, conveyed transferred and delivered to and acquired by the Acquiring Fund (the “Assets”) shall consist of all propertyproperty and assets, including including, without limitation, all rights, cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Fund on the Closing Date. The Assets shall be invested at all times through the Closing Valuation Date as defined in a manner that ensures compliance with paragraph 3.1(j2.1 (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 will sell, assign, convey, transfer and deliver to the right 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 sell any of such property the Assets transferred, which rights, stock dividends, and other securities shall be deemed included in the ordinary course 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 its businessthe 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 Fund may endeavor will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Closing Valuation Date. At the Closing, the The Acquiring Fund shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves of the liabilities of the Acquired Fund as of Fund, whether accrued or contingent, known or unknown, existing at the Closing Valuation Date (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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund will liquidate 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 (after reduction for any available capital loss carryover), if any, for the current taxable year through the Closing Date. 1.4. Immediately following the actions contemplated by paragraph 1.1, MST II shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, MST II, on behalf of the Acquired Fund, shall (a) distribute pro rata in accordance with this paragraph to the Acquired Fund’s 's shareholders of record—some record with respect to each class of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined its shares as of the Closing Date as defined in paragraph 3.1 (the “"Acquired Fund Shareholders”"), on a pro rata basis within that class, the Acquiring Fund Shares of the corresponding class received by the Acquired Fund pursuant to paragraph 1.1, and (b) completely liquidate the Acquired Fund. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of the Acquired Fund's shares, by transferring the transfer of the Acquiring Fund Shares of each class then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open individual and omnibus accounts on such books for the benefit share records of (a) the Acquiring Fund in the names of the Acquired Fund Shareholders other than Nominee Shareholders Shareholders. The aggregate net asset value of Class A, B, C, A, R, 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 Y Acquiring Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposesbe so credited to Class A, an B, C, K, R, and Y Acquired Fund Shareholder shall be entitled to receiveShareholders, respectively, shall, with respect to each full and fractional share class, be equal to the aggregate net asset value of the Acquired Fund held by such shareholder, a full and fractional Acquiring Fund Share Shares of the corresponding share class, as set forth in Appendix A. class owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding shares of the Acquired Fund Shares will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund simultaneously with will not issue certificates representing the distribution of Class A, B, C, R, and Y Acquiring Fund Shares to in connection with the Acquired Fund ShareholdersReorganization. 1.7 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued 's Transfer Agent, as defined in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional informationparagraph 3.3 hereof. 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 1.6. Any reporting responsibility of the Acquired Fund Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission ("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 Fund up to and including Fund. 1.7. As promptly as practicable following the Closing Date and such later date on which Reorganization of the Acquired Fund’s existence is terminated. 1.10 The value of the Assets and the amount of the Liabilities shall be computed , MST II will take all necessary actions to effect its deregistration 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 an investment company in accordance with its regular practices as sub-administrator for the Acquiring Fundrules and regulations of the Commission and shall subsequently voluntarily dissolve in accordance with the requirements of Massachusetts law.

TRANSFER OF ASSETS OF THE. ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND SHARES, THE ACQUIRING FUND’S ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND. 1.1 1.1. Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein: (a) The , the Acquired Fund shall agrees to sell, assign, convey, transfer and convey deliver all of the property and assets of the Acquired Fund, as set forth in paragraph 1.2 herein, to the Acquiring Fund all of Fund, and the Assets of the Acquired Fund (as defined in paragraph 1.2). (b) The Acquiring Fund agrees in exchange therefor— : (i) to issue and deliver to the Acquired Fund the number of full and fractional Class A, Class T, Class B, Class C, Class I, Class R3, Class R4, Class R5, Class Y and Class F Acquiring Fund Shares determined by dividing the value of each class as set forth in Appendix A equal the Acquired Fund's net assets with respect to the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund Shares, computed in the manner and as of the time and date set forth on Appendix Ain paragraph 2.1 herein, which Acquiring Fund Shares shall have an aggregate net asset value equal to by the aggregate net asset value of one Acquiring Fund Share of the Acquired Fund Shares corresponding class, computed in the manner and as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund 2.2 herein; and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) all liabilities of the Acquired Fund. (c) , as set forth in paragraph 1.3 herein. Such transactions shall take place at on the date of the closing provided for in paragraph 2.1 3.1 herein (the “Closing”"Closing Date"). (a) 1.2. The property and assets of the Company attributable to the Acquired Fund to be acquired by the Acquiring Fund (the “Assets”) shall consist of all propertyproperty and assets, including including, without limitation, all rights, cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Fund on the Closing Date. The Assets shall be invested at all times through the Closing Valuation Date as defined in a manner that ensures compliance with paragraph 3.1(j2.1 (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 will sell, assign, convey, transfer and deliver to the right 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 sell any of such the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the ordinary course 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 its businessthe 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 Fund may endeavor will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Closing Valuation Date. At the Closing, the The Acquiring Fund shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves of the liabilities of the Acquired Fund as of Fund, whether accrued or contingent, known or unknown, existing at the Closing Valuation Date (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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund will liquidate 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 following the actions contemplated by paragraph 1.1 herein, the Company shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, the Company, on behalf of the Acquired Fund, shall (a) distribute pro rata in accordance with this paragraph to the Acquired Fund’s 's shareholders of record—some record with respect to each class of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined its shares as of the Closing Date as defined in paragraph 3.1 herein (the “"Acquired Fund Shareholders”"), on a pro rata basis within the class, the Acquiring Fund Shares of the corresponding class received by the Acquired Fund pursuant to paragraph 1.11.1 herein, and (b) completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of Acquired Fund shares, by transferring the transfer of the Acquiring Fund Shares of each class then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open individual and omnibus accounts on such books for the benefit share records of (a) the Acquiring Fund in the names of the Acquired Fund Shareholders other than Nominee Shareholders Shareholders. The aggregate net asset value of Class A, Class T, Class B, Class C, Class I, Class R3, Class R4, Class R5, Class Y and (b) Class F Acquiring Fund Shares to be so credited to the indirect holders Class A, Class T, Class B, Class C, Class I, Class R3, Class R4, Class R5, Class Y and Class F Acquired Fund Shareholders, respectively, shall, with respect to the class, be equal to the aggregate net asset value of the 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 Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an owned by Acquired Fund Shareholder shall be entitled to receive, with respect to each full and fractional share of Shareholders on the Acquired Fund held by such shareholder, a full and fractional Acquiring Fund Share of the corresponding share class, as set forth in Appendix A. Closing Date. All issued and outstanding shares of the Acquired Fund Shares will simultaneously be canceled on the books of the Acquired Fund, although share certificates representing interests in Class A, Class T, Class B, Class C, Class I, Class R3, Class R4, Class R5, Class Y and Class F Acquired Fund simultaneously with Shares will thereafter represent interests in the distribution corresponding class of Acquiring Fund Shares to after the Acquired Fund Shareholders. 1.7 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional information. 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 shallClosing Date, 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 Fund is and shall remain the responsibility of the Acquired 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 determined in accordance with its regular practices as sub-administrator for the Acquiring Fundparagraph 2.

TRANSFER OF ASSETS OF THE. ACQUIRED FUND PORTFOLIO TO THE ACQUIRING PORTFOLIO IN EXCHANGE FOR THE ACQUIRING FUND SHARES PORTFOLIO SHARES, THE ASSUMPTION OF ALL KNOWN ACQUIRED PORTFOLIO LIABILITIES AND THE ACQUIRING FUND’S ASSUMPTION OF ACQUIRED FUND LIABILITIES AND LIQUIDATION OF THE ACQUIRED FUND.PORTFOLIO 1.1 1.1. Subject to the requisite approval of the Acquired Portfolio shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein: (a) The , the Acquired Fund shall assignPortfolio agrees to transfer all of the Acquired Portfolio’s assets, transfer and convey as set forth in paragraph 1.2, to the Acquiring Fund all of Portfolio, and the Assets of the Acquired Fund (as defined in paragraph 1.2). (b) The Acquiring Fund Portfolio agrees in exchange therefor— : (i) to issue and deliver to the Acquired Fund Portfolio the number of full and fractional Class S Acquiring Fund Portfolio Shares determined by dividing the value of each class the Acquired Portfolio’s net assets with respect to Class S 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 of the 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 Portfolio the number of full and fractional Class S Acquiring Portfolio Shares determined by dividing the value of the Acquired Portfolio’s net assets with respect to Service 2 Class (“Class S2”) 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 of Class S, computed in the manner and as of the time and date set forth in paragraph 2.2; and (iii) to assume the liabilities of the Acquired Portfolio, as set forth in Appendix A equal to the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of the Acquired Fund Shares as of the Valuation Date (as defined in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) of the Acquired Fund. (c) . Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “Closing”). (a) 1.2. The assets of the Acquired Fund Portfolio to be acquired by the Acquiring Fund (the “Assets”) Portfolio shall consist of all assets and property, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Portfolio and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Portfolio on the closing date provided for in paragraph 3.1 (the “Closing 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 Agreement1.3. The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may Portfolio will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the The Acquiring Fund Portfolio shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves the liabilities of the Acquired Fund Portfolio set forth in the Acquired Portfolio’s Statement of Assets and Liabilities as of the Closing Date (collectivelydelivered by IIT, on behalf of the “Liabilities”). 1.4 The Assets shall be delivered Acquired Portfolio, to IVF, on the Closing Date to the Acquiring Fund’s custodian (the “Custodian”), for the account behalf of the Acquiring FundPortfolio, 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 pursuant 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 claimsparagraph 7.2 hereof. 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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund Portfolio will liquidate 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: (i) distribute pro rata in accordance with this paragraph to the Acquired FundPortfolio’s shareholders of record—some of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined record with respect to its Class S shares, determined as of immediately after the close of business on the Closing Date (the “Acquired Fund Shareholders”)Date, on a pro rata basis within that class, the Acquiring Fund Portfolio Shares of the corresponding same class received by the Acquired Fund Portfolio pursuant to paragraph 1.1; (ii) distribute to the Acquired Portfolio’s shareholders of record with respect to Class S2 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 Shares of Class S received by the Acquired Portfolio pursuant to paragraph 1.1; and (iii) completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of the Acquired Portfolio’s shares, by transferring the transfer of the Acquiring Fund Portfolio Shares of each class then credited to the account of the Acquired Fund Portfolio on the books of the Acquiring Fund Portfolio to open individual and omnibus accounts on such books for the benefit share records of (a) the Acquiring Portfolio in the names of the shareholders of record of each class of the Acquired Fund Shareholders other than Nominee Shareholders and Portfolio’s shares, determined as of immediately after the close of business on the Closing Date (b) the indirect holders of Acquired Fund Shares through Nominee Shareholders of the corresponding class (collectively, the “Beneficial Acquired Portfolio Shareholders”) ). The aggregate net asset value of Class S Acquiring Portfolio Shares to be so credited to Class S and representing the respective pro rata number of full and fractional Acquiring Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Class S2 Acquired Fund Shareholder shall be entitled to receivePortfolio Shareholders shall, with respect to each full and fractional share class, be equal to the aggregate net asset value of the Acquired Fund held Portfolio shares of that same class owned by such shareholder, a full and fractional Acquiring Fund Share of shareholders on the corresponding share class, as set forth in Appendix A. Closing Date. All issued and outstanding Class S and Class S2 Acquired Portfolio shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund simultaneously with the distribution Portfolio, although share certificates representing interests in Class S and Class S2 shares of Acquiring Fund Shares to the Acquired Fund ShareholdersPortfolio will represent a number of Class S Acquiring Portfolio Shares after the Closing Date, as determined in accordance with Section 2.3. The Acquiring Portfolio shall not issue certificates representing the Class S Acquiring Portfolio Shares in connection with such exchange. 1.7 1.5. Ownership of Acquiring Fund Portfolio Shares will be shown on the books of the Acquiring FundPortfolio’s transfer agent. Shares of the Acquiring Fund will be issued , as defined in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional informationparagraph 3.3. 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 1.6. Any reporting responsibility of the Acquired Fund Portfolio 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 (the “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 Fund up to and including the Closing Date and such later date on which the Acquired Fund’s existence is terminatedPortfolio. 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 FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND SHARES, THE ACQUIRING FUND’S ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND. 1.1 1.1. Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein: (a) The , the Acquired Fund shall agrees to sell, assign, convey, transfer and convey deliver all of the property and assets of the Acquired Fund, as set forth in paragraph 1.2 herein, to the Acquiring Fund all of Fund, and the Assets of the Acquired Fund (as defined in paragraph 1.2). (b) The Acquiring Fund agrees in exchange therefor— : (i) to issue and deliver to the Acquired Fund the number of full and fractional Class A, Class B, Class C and Class Y Acquiring Fund Shares determined by dividing the value of each class as set forth in Appendix A equal the Acquired Fund’s net assets with respect to the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund Shares, computed in the manner and as of the time and date set forth on Appendix Ain paragraph 2.1 herein, which Acquiring Fund Shares shall have an aggregate net asset value equal to by the aggregate net asset value of one Acquiring Fund Share of the Acquired Fund Shares corresponding class, computed in the manner and as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund 2.2 herein; and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) all liabilities of the Acquired Fund. (c) , as set forth in paragraph 1.3 herein. Such transactions shall take place at on the date of the closing provided for in paragraph 2.1 3.1 herein (the “ClosingClosing Date”). (a) 1.2. The property and assets of the Company attributable to the Acquired Fund to be acquired by the Acquiring Fund (the “Assets”) shall consist of all propertyproperty and assets, including including, without limitation, all rights, cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Fund on the Closing Date. The Assets shall be invested at all times through the Closing Valuation Date as defined in a manner that ensures compliance with paragraph 3.1(j2.1 (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 will sell, assign, convey, transfer and deliver to the right 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 sell any of such the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the ordinary course 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 its businessthe 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 Fund may endeavor will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Closing Valuation Date. At the Closing, the The Acquiring Fund shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves of the liabilities of the Acquired Fund as of Fund, whether accrued or contingent, known or unknown, existing at the Closing Valuation Date (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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund will liquidate 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 following the actions contemplated by paragraph 1.1 herein, the Company shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, the Company, on behalf of the Acquired Fund, shall (a) distribute pro rata in accordance with this paragraph to the Acquired Fund’s shareholders of record—some record with respect to each class of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined its shares as of the Closing Date as defined in paragraph 3.1 herein (the “Acquired Fund Shareholders”), on a pro rata basis within the class, the Acquiring Fund Shares of the corresponding class received by the Acquired Fund pursuant to paragraph 1.11.1 herein, and (b) completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of Acquired Fund shares, by transferring the transfer of the Acquiring Fund Shares of each class then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open individual and omnibus accounts on such books for the benefit share records of (a) the Acquiring Fund in the names of the Acquired Fund Shareholders other than Nominee Shareholders Shareholders. The aggregate net asset value of Class A, Class B, Class C and (b) Class Y Acquiring Fund Shares to be so credited to the indirect holders Class A, Class B, Class C and Class Y Acquired Fund Shareholders, respectively, shall, with respect to the class, be equal to the aggregate net asset value of the 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 Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an owned by Acquired Fund Shareholder shall be entitled to receive, with respect to each full and fractional share of Shareholders on the Acquired Fund held by such shareholder, a full and fractional Acquiring Fund Share of the corresponding share class, as set forth in Appendix A. Closing Date. All issued and outstanding shares of the Acquired Fund Shares will simultaneously be canceled on the books of the Acquired Fund, although share certificates representing interests in Class A, Class B, Class C and Class Y Acquired Fund simultaneously with Shares will thereafter represent interests in the distribution corresponding class of Acquiring Fund Shares to after the Acquired Fund Shareholders. 1.7 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional information. 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 shallClosing Date, 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 Fund is and shall remain the responsibility of the Acquired 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 determined in accordance with its regular practices as sub-administrator for the Acquiring Fundparagraph 2.

TRANSFER OF ASSETS OF THE. ACQUIRED FUND PORTFOLIO TO THE ACQUIRING PORTFOLIO IN EXCHANGE FOR THE ACQUIRING FUND SHARES PORTFOLIO SHARES, THE ASSUMPTION OF ALL KNOWN ACQUIRED PORTFOLIO LIABILITIES AND THE ACQUIRING FUND’S ASSUMPTION OF ACQUIRED FUND LIABILITIES AND LIQUIDATION OF THE ACQUIRED FUND.PORTFOLIO 1.1 1.1. Subject to the requisite approval of the Acquired Portfolio shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein: (a) The , the Acquired Fund shall assignPortfolio agrees to transfer all of the Acquired Portfolio’s assets, transfer and convey as set forth in paragraph 1.2, to the Acquiring Fund all of Portfolio, and the Assets of the Acquired Fund (as defined in paragraph 1.2). (b) The Acquiring Fund Portfolio agrees in exchange therefor— : (i) to issue and deliver to the Acquired Fund Portfolio the number of full and fractional ADV Class, Class S and Class I Acquiring Fund Portfolio Shares determined by dividing the value of the Acquired Portfolio’s net assets with respect to each class class, computed in the manner and as of the time and date set forth in Appendix A equal to paragraph 2.1, by the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of one Acquiring Portfolio Share of the Acquired Fund Shares same class, computed in the manner and as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund 2.2 and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (liabilities of the Acquired Portfolio, as defined set forth in paragraph 1.3) of the Acquired Fund. (c) . Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “Closing”). (a) 1.2. The assets of the Acquired Fund Portfolio to be acquired by the Acquiring Fund (the “Assets”) Portfolio shall consist of all assets and property, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Portfolio and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Portfolio on the closing date provided for in paragraph 3.1 (the “Closing 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 Agreement1.3. The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may Portfolio will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the The Acquiring Fund Portfolio shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves the liabilities of the Acquired Fund Portfolio set forth in the Acquired Portfolio’s Statement of Assets and Liabilities as of the Closing Date (collectivelydelivered by ING Partners, on behalf of the “Liabilities”). 1.4 The Assets shall be delivered Acquired Portfolio, to ING Partners, on the Closing Date to the Acquiring Fund’s custodian (the “Custodian”), for the account behalf of the Acquiring FundPortfolio, 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 pursuant 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 claimsparagraph 7.2 hereof. 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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund Portfolio will liquidate 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: (i) distribute pro rata in accordance with this paragraph to the Acquired FundPortfolio’s shareholders of record—some of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined record with respect to its ADV Class, Class S and Class I shares, determined as of immediately after the close of business on the Closing Date (the “Acquired Fund Shareholders”)Date, on a pro rata basis within each class, the Acquiring Fund Portfolio Shares of the corresponding same class received by the Acquired Fund Portfolio pursuant to paragraph 1.11.1and (ii) will completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of the Acquired Portfolio’s shares, by transferring the transfer of the Acquiring Fund Portfolio Shares of each class then credited to the account of the Acquired Fund Portfolio on the books of the Acquiring Fund Portfolio to open individual and omnibus accounts on such books for the benefit share records of (a) the Acquiring Portfolio in the names of the shareholders of record of each class of the Acquired Fund Shareholders other than Nominee Shareholders and Portfolio’s shares, determined as of immediately after the close of business on the Closing Date (b) the indirect holders of Acquired Fund Shares through Nominee Shareholders of the corresponding class (collectively, the “Beneficial Acquired Portfolio Shareholders”) ). The aggregate net asset value of ADV Class, Class S and representing the respective pro rata number of full Class I Acquiring Portfolio Shares to be so credited to ADV Class, Class S and fractional Acquiring Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Class I Acquired Fund Shareholder shall be entitled to receivePortfolio Shareholders shall, with respect to each full and fractional share class, be equal to the aggregate net asset value of the Acquired Fund held Portfolio shares of that same class owned by such shareholder, a full and fractional Acquiring Fund Share of shareholders on the corresponding share class, as set forth in Appendix A. Closing Date. All issued and outstanding ADV Class, Class S and Class I Acquired Portfolio shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund simultaneously with Portfolio, although share certificates representing interests in ADV Class, Class S and Class I shares of the distribution Acquired Portfolio will represent a number of the same class of Acquiring Fund Portfolio Shares to after the Acquired Fund ShareholdersClosing Date, as determined in accordance with Section 2.3. The Acquiring Portfolio shall not issue certificates representing the ADV Class, Class S, and Class I Acquiring Portfolio Shares in connection with such exchange. 1.7 1.5. Ownership of Acquiring Fund Portfolio Shares will be shown on the books of the Acquiring FundPortfolio’s transfer agent. Shares of the Acquiring Fund will be issued , as defined in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional informationparagraph 3.3. 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 1.6. Any reporting responsibility of the Acquired Fund Portfolio 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 (the “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 Fund up to and including the Closing Date and such later date on which the Acquired Fund’s existence is terminatedPortfolio. 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 FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND SHARES, THE ACQUIRING FUND’S ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND. 1.1 1.1. Subject to the terms and conditions contained herein: (a) The requisite approval by Acquired Fund shall assign, transfer and convey to the Acquiring Fund all of the Assets of the Acquired 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 Fund agrees to sell, assign, convey, transfer and deliver all of the property and assets of the Acquired Fund, as set forth in paragraph 1.2). (b) The , to the Acquiring Fund, and the Acquiring Fund agrees in exchange therefor—in (ia) to issue and deliver to the Acquired Fund the number of full and fractional Class A, A, C, A, and Y Acquiring Fund Shares determined by dividing the value of the Acquired Fund’s net assets 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 of one Acquiring Fund Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (b) to assume all liabilities of the Acquired Fund, as set forth in Appendix A equal to the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of the Acquired Fund Shares as of the Valuation Date (as defined in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) of the Acquired Fund. (c) . Such transactions shall take place at on the date of the closing provided for in paragraph 2.1 3.1 (the “ClosingClosing Date”). For purposes of this Agreement, and this paragraph 1.1 in particular, each of Class B shares and Class K shares of the Acquired Fund shall be deemed to correspond to Class A shares of the Acquiring Fund. (a) 1.2. The property and assets of MST attributable to the Acquired Fund to be sold, assigned, conveyed transferred and delivered to and acquired by the Acquiring Fund (the “Assets”) shall consist of all propertyproperty and assets, including including, without limitation, all rights, cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Fund on the Closing Date. The Assets shall be invested at all times through the Closing Valuation Date as defined in a manner that ensures compliance with paragraph 3.1(j2.1 (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 will sell, assign, convey, transfer and deliver to the right 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 sell any of such property the Assets transferred, which rights, stock dividends, and other securities shall be deemed included in the ordinary course 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 its businessthe 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 Fund may endeavor will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Closing Valuation Date. At the Closing, the The Acquiring Fund shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves of the liabilities of the Acquired Fund as of Fund, whether accrued or contingent, known or unknown, existing at the Closing Valuation Date (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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund will liquidate 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 (after reduction for any available capital loss carryover), if any, for the current taxable year through the Closing Date. 1.4. Immediately following the actions contemplated by paragraph 1.1, MST shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, MST, on behalf of the Acquired Fund, shall (a) distribute pro rata in accordance with this paragraph to the Acquired Fund’s shareholders of record—some record with respect to each class of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined its shares as of the Closing Date as defined in paragraph 3.1 (the “Acquired Fund Shareholders”), on a pro rata basis within that class, the Acquiring Fund Shares of the corresponding class received by the Acquired Fund pursuant to paragraph 1.1, and (b) completely liquidate the Acquired Fund. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of the Acquired Fund’s shares, by transferring the transfer of the Acquiring Fund Shares of each class then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open individual and omnibus accounts on such books for the benefit share records of (a) the Acquiring Fund in the names of the Acquired Fund Shareholders other than Nominee Shareholders Shareholders. The aggregate net asset value of Class A, A, C, A, 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 Y Acquiring Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposesbe so credited to Class A, an B, C, K, and Y Acquired Fund Shareholder shall be entitled to receiveShareholders, respectively, shall, with respect to each full and fractional share class, be equal to the aggregate net asset value of the Acquired Fund held by such shareholder, a full and fractional Acquiring Fund Share Shares of the corresponding share class, as set forth in Appendix A. class owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding shares of the Acquired Fund Shares will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund simultaneously with will not issue certificates representing the distribution of Class A, C, and Y Acquiring Fund Shares to in connection with the Acquired Fund ShareholdersReorganization. 1.7 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued Transfer Agent, as defined in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional informationparagraph 3.3 hereof. 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 1.6. Any reporting responsibility of the Acquired Fund Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“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 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 FUND PORTFOLIO TO THE ACQUIRING PORTFOLIO IN EXCHANGE FOR THE ACQUIRING FUND SHARES PORTFOLIO SHARES, THE ASSUMPTION OF ALL KNOWN ACQUIRED PORTFOLIO LIABILITIES AND THE ACQUIRING FUND’S ASSUMPTION OF ACQUIRED FUND LIABILITIES AND LIQUIDATION OF THE ACQUIRED FUND.PORTFOLIO 1.1 1.1. Subject to the requisite approval of the Acquired Portfolio shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein: (a) The , the Acquired Fund shall assignPortfolio agrees to transfer all of the Acquired Portfolio’s assets, transfer and convey as set forth in paragraph 1.2, to the Acquiring Fund all of Portfolio, and the Assets of the Acquired Fund (as defined in paragraph 1.2). (b) The Acquiring Fund Portfolio agrees in exchange therefor— : (i) to issue and deliver to the Acquired Fund Portfolio the number of full and fractional S Class Acquiring Fund Portfolio Shares determined by dividing the value of each class the Acquired Portfolio’s net assets with respect to the Acquired Portfolio’s S Class 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 of S2 Class, computed in the manner and as of the time and date set forth in paragraph 2.2; (ii) to deliver to the Acquired Portfolio the number of full and fractional S Class Acquiring Portfolio Shares determined by dividing the value of the Acquired Portfolio’s net assets with respect to the Acquired Portfolio’s S2 Class Shares, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net assets value of one Acquiring Portfolio Share of S Class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (iii) to assume the liabilities of the Acquired Portfolio, as set forth in Appendix A equal to the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of the Acquired Fund Shares as of the Valuation Date (as defined in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) of the Acquired Fund. (c) . Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “Closing”). (a) 1.2. The assets of the Acquired Fund Portfolio to be acquired by the Acquiring Fund (the “Assets”) Portfolio shall consist of all assets and property, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Portfolio and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Portfolio on the closing date provided for in paragraph 3.1 (the “Closing 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 Agreement1.3. The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may Portfolio will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the The Acquiring Fund Portfolio shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves the liabilities of the Acquired Fund Portfolio set forth in the Acquired Portfolio’s Statement of Assets and Liabilities as of the Closing Date (collectivelydelivered by IIT, on behalf of the Acquired Portfolio, to IVP, on behalf of the Acquiring Portfolio, pursuant to paragraph 7.2 hereof. On or as soon as practicable prior to the Closing Date, the “Liabilities”)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 The Assets shall be delivered 1.4. Immediately after the transfer of assets provided for in paragraph 1.1, the Acquired Portfolio will: (i) distribute to the Acquired Portfolio’s shareholders of record with respect to its S Class shares, determined as of immediately after the close of business on the Closing Date to Date, on a pro rata basis within that class, the Acquiring Fund’s custodian (the “Custodian”), for the account Portfolio Shares 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 S Class received by the Acquired Fund after Portfolio pursuant to paragraph 1.1, (ii) distribute to the Closing Date as distributions on or Acquired Portfolio’s shareholders of record with respect to its S2 Class shares, determined as of immediately after the Assets transferred. Such assets shall be deemed included in the Assets transferred to the Acquiring Fund close of business on the Closing Date and shall not be separately valued. 1.6 On or as soon after the Closing Date as is possibleDate, the Acquired Fund will liquidate and distribute on a pro rata in accordance with this paragraph to the Acquired Fund’s shareholders of record—some of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined as of the Closing Date (the “Acquired Fund Shareholders”)basis within that class, the Acquiring Fund Shares Portfolio shares of the corresponding class S Class received by the Acquired Fund Portfolio pursuant to paragraph 1.1, and (iii) will completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of the Acquired Portfolio’s shares, by transferring the transfer of the Acquiring Fund Portfolio Shares of each class then credited to the account of the Acquired Fund Portfolio on the books of the Acquiring Fund Portfolio to open individual and omnibus accounts on such books for the benefit of (a) the Acquired Fund Shareholders other than Nominee Shareholders and (b) the indirect holders of Acquired Fund Shares through Nominee Shareholders share records of the corresponding Acquiring Portfolio in the names of the shareholders of record of each class (collectively, the “Beneficial Shareholders”) and representing the respective pro rata number of full and fractional Acquiring Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Acquired Fund Shareholder shall be entitled to receive, with respect to each full and fractional share of the Acquired Fund held Portfolio’s shares, determined as of immediately after the close of business on the Closing Date (the “Acquired Portfolio Shareholders”). The aggregate net asset value of S Class Acquiring Portfolio Shares to be so credited to S Class Acquired Portfolio Shareholders shall be equal to the aggregate net asset value of the Acquired Portfolio shares of S class owned by such shareholder, a full and fractional Acquiring Fund Share shareholders on the Closing Date. The aggregate net asset value of S Class Acquired Portfolio shares to be so credited to S2 Class Acquired Portfolio Shareholders shall be equal to the aggregate net asset value of the corresponding share class, as set forth in Appendix A. Acquired Portfolio shares of S2 Class owned by such shareholders on the Closing Date. All issued and outstanding S Class Acquired Portfolio shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund simultaneously with the distribution Portfolio, although share certificates representing interests in S Class shares of Acquiring Fund Shares to the Acquired Fund ShareholdersPortfolio will represent a number of S Class Acquiring Portfolio Shares after the Closing Date, as determined in accordance with Section 2.3. All issued and outstanding S2 Class Acquired Portfolio shares will simultaneously be canceled on the books of the Acquired Portfolio, although share certificates representing interests in S Class shares of the Acquired Portfolio will represent a number of S Class Acquiring Portfolio Shares after the Closing Date, as determined in accordance with Section 2.3. The Acquiring Portfolio shall not issue certificates representing the S Class Acquiring Portfolio Shares in connection with such exchange. 1.7 1.5. Ownership of Acquiring Fund Portfolio Shares will be shown on the books of the Acquiring FundPortfolio’s transfer agent. Shares of the Acquiring Fund will be issued , as defined in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional informationparagraph 3.3. 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 1.6. Any reporting responsibility of the Acquired Fund Portfolio 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 (the “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 Fund up to and including the Closing Date and such later date on which the Acquired Fund’s existence is terminatedPortfolio. 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 FUND PORTFOLIO TO THE ACQUIRING PORTFOLIO IN EXCHANGE FOR THE ACQUIRING FUND SHARES PORTFOLIO SHARES, THE ASSUMPTION OF ALL KNOWN ACQUIRED PORTFOLIO LIABILITIES AND THE ACQUIRING FUND’S ASSUMPTION OF ACQUIRED FUND LIABILITIES AND LIQUIDATION OF THE ACQUIRED FUND.PORTFOLIO 1.1 1.1. Subject to the requisite approval of the Acquired Portfolio shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein: (a) The , the Acquired Fund shall assignPortfolio agrees to transfer all of the Acquired Portfolio’s assets, transfer and convey as set forth in paragraph 1.2, to the Acquiring Fund all of Portfolio, and the Assets of the Acquired Fund (as defined in paragraph 1.2). (b) The Acquiring Fund Portfolio agrees in exchange therefor— : (i) to issue and deliver to the Acquired Fund Portfolio the number of full and fractional S Class Acquiring Fund Portfolio Shares determined by dividing the value of each class the Acquired Portfolio’s net assets with respect to the same 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 Share of the 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 Portfolio the number of full and fractional I Class Acquiring Portfolio Shares determined by dividing the value of the Acquired Portfolio’s net assets with respect to its Initial Class shares (“Initial 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 Share of I Class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (iii) to assume the liabilities of the Acquired Portfolio, as set forth in Appendix A equal to the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of the Acquired Fund Shares as of the Valuation Date (as defined in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) of the Acquired Fund. (c) . Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “Closing”). (a) 1.2. The assets of the Acquired Fund Portfolio to be acquired by the Acquiring Fund (the “Assets”) Portfolio shall consist of all assets and property, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Portfolio and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Portfolio on the closing date provided for in paragraph 3.1 (the “Closing 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 Agreement1.3. The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may Portfolio will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the The Acquiring Fund Portfolio shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves the liabilities of the Acquired Fund Portfolio set forth in the Acquired Portfolio’s Statement of Assets and Liabilities as of the Closing Date (collectivelydelivered by ING Partners, on behalf of the “Liabilities”). 1.4 The Assets shall be delivered Acquired Portfolio, to ING Investors, on the Closing Date to the Acquiring Fund’s custodian (the “Custodian”), for the account behalf of the Acquiring FundPortfolio, 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 pursuant 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 claimsparagraph 7.2 hereof. 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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund Portfolio will liquidate 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: (i) distribute pro rata in accordance with this paragraph to the Acquired FundPortfolio’s shareholders of record—some of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined record with respect to its S Class, determined as of immediately after the close of business on the Closing Date (the “Acquired Fund Shareholders”)Date, on a pro rata basis within that same class, the Acquiring Fund Portfolio Shares of the corresponding same class received by the Acquired Fund Portfolio pursuant to paragraph 1.1; (ii) distribute to the Acquired Portfolio’s shareholders of record with respect to its Initial Class, determined as of immediately after the close of business on the Closing Date, on a pro rata basis within that class, the Acquiring Portfolio Shares of I Class received by the Acquired Portfolio pursuant to paragraph 1.1; and (iii) will completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of the Acquired Portfolio’s shares, by transferring the transfer of the Acquiring Fund Portfolio Shares of each class then credited to the account of the Acquired Fund Portfolio on the books of the Acquiring Fund Portfolio to open individual and omnibus accounts on such books for the benefit of (a) the Acquired Fund Shareholders other than Nominee Shareholders and (b) the indirect holders of Acquired Fund Shares through Nominee Shareholders share records of the corresponding Acquiring Portfolio in the names of the shareholders of record of each class (collectively, the “Beneficial Shareholders”) and representing the respective pro rata number of full and fractional Acquiring Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Acquired Fund Shareholder shall be entitled to receive, with respect to each full and fractional share of the Acquired Fund held Portfolio’s shares, determined as of immediately after the close of business on the Closing Date (the “Acquired Portfolio Shareholders”). The aggregate net asset value of S Class Acquiring Portfolio Shares to be so credited to S Class Acquired Portfolio Shareholders shall be equal to the aggregate net asset value of the Acquired Portfolio shares of that same class owned by such shareholder, a full and fractional shareholders on the Closing Date. The aggregate net asset value of I Class Acquiring Fund Share Portfolio Shares to be credited to Initial Class Acquired Portfolio Shareholders shall be equal to the aggregate net asset value of the corresponding share class, as set forth in Appendix A. Acquired Portfolio shares of Initial Class owned by such shareholders on the Closing Date. All issued and outstanding S Class Acquired Portfolio shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund simultaneously with Portfolio, although share certificates representing interests in S Class shares of the distribution Acquired Portfolio will represent a number of the same class of Acquiring Fund Portfolio Shares to after the Closing Date, as determined in accordance with Section 2.3. All issued and outstanding Initial Class Acquired Portfolio shares will simultaneously be canceled on the books of the Acquired Fund ShareholdersPortfolio, although share certificates representing interests in Initial Class shares of the Acquired Portfolio will represent a number of I Class Acquiring Portfolio Shares after the Closing Date, as determined in accordance with Section 2.3. The Acquiring Portfolio shall not issue certificates representing the S Class and I Class Acquiring Portfolio Shares in connection with such exchange. 1.7 1.5. Ownership of Acquiring Fund Portfolio Shares will be shown on the books of the Acquiring FundPortfolio’s transfer agent. Shares of the Acquiring Fund will be issued , as defined in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional informationparagraph 3.3. 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 1.6. Any reporting responsibility of the Acquired Fund Portfolio 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 (the “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 Fund up to and including the Closing Date and such later date on which the Acquired Fund’s existence is terminatedPortfolio. 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 FUND FUNDS TO THE CORRESPONDING ACQUIRING FUNDS IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND SHARES, THE ACQUIRING FUND’S ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND.FUNDS 1.1 1.1. Subject to the requisite approval of the Acquired Fund shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein: (a) The Acquired Fund shall assign, the Company agrees to transfer and convey to the Acquiring Fund all of the Assets (as such term is defined below) of the each class of an Acquired Fund (as defined in paragraph 1.2). (b) The to the corresponding Acquiring Fund, and such Acquiring Fund agrees to acquire all the assets of the corresponding Acquired Fund’s classes and in exchange therefor— : (i) to issue and deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares of attributable to each class as set forth in Appendix A equal to the number of outstanding full and fractional shares of the corresponding such class of the Acquired Fund Fund’s shares determined by dividing the value of such class’s assets, computed in the manner and as of the time and date set forth on Appendix Ain paragraph 2.1, which Acquiring Fund Shares shall have an aggregate net asset value equal to by the aggregate net asset value of one Acquiring Fund Share of the Acquired Fund Shares corresponding class, computed in the manner and as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares2.1, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume all the Liabilities (as defined in paragraph 1.3) liabilities of the Acquired Fund. (c) . Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “Closing”). (a) 1.2. The assets of the each Acquired Fund to be acquired by the an Acquiring Fund (the “Assets”) shall consist of all propertyassets and property of the Acquired Fund, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interests, dividend claims (whether absolute or contingent, known or unknown, accrued or unaccrued) and dividends or interest receivables, claims and rights of action receivable that are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Fund on the closing date provided for in paragraph 3.1 (the “Closing 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 1.3. Each 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 will use commercially reasonable efforts to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may endeavor to identify and discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the Each Acquiring Fund shall will assume all liabilitiesof the corresponding Acquired Fund’s liabilities and obligations of any kind whatsoever, debtswhether absolute, obligationsaccrued, expensescontingent or otherwise, costs, charges in existence on the Closing Date other than those liabilities that would otherwise be discharged at a later date in the ordinary course of the Acquired Fund’s business (including accrued fees and reserves expenses and payables for securities transactions or for share redemptions that are reflected on the statement of assets and known liabilities of the Acquired Fund as of delivered by the Closing Date (collectively, the “Liabilities”Company in accordance with paragraph 8.2). 1.4 The Assets shall be delivered on 1.4. Immediately after the Closing Date to the Acquiring Fund’s custodian (the “Custodian”)transfer of assets provided for in paragraph 1.1, 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 each 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 after the Closing Date as is possible, the Acquired Fund will liquidate and will: (i) distribute pro rata in accordance with this paragraph to the Acquired Fund’s shareholders of record—some record with respect to the classes of which hold Acquired Fund Shares shares listed in omnibus accounts (the “Nominee Shareholders”)—determined Exhibit A, determined as of immediately after the close of business on the Closing Date (the “Acquired Fund Shareholders”)Date, on a pro rata basis within each class, the Acquiring Fund Shares of the corresponding class received by the Acquired Fund pursuant to paragraph 1.11.1 (as listed in Exhibit A) and, as soon as is conveniently practicable thereafter, (ii) completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of the Acquired Fund’s shares, by transferring the transfer of the Acquiring Fund Shares of each class then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open individual and omnibus accounts on such books for the benefit share records of (a) the Acquiring Fund in the names of the shareholders of record of each class of the Acquired Fund Shareholders other than Nominee Shareholders and Fund’s shares, determined as of immediately after the close of business on the Closing Date (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 Fund Shares due such Acquired Fund Shareholders. The aggregate net asset value of such class classes of Acquiring Fund Shares to which each be so credited to such Beneficial Shareholder is entitled. For these purposes, an Acquired Fund Shareholder shall be entitled to receiveShareholders shall, with respect to each full and fractional share class, be equal to the aggregate net asset value of the Acquired Fund held shares of that class owned by such shareholder, a full and fractional Acquiring Acquired Fund Share of Shareholders on the corresponding share class, as set forth in Appendix A. Valuation Date. All issued and outstanding shares classes of the Acquired Fund shares as listed in Exhibit A will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund simultaneously with the distribution of shall not issue certificates representing such Acquiring Fund Shares to the Acquired Fund Shareholdersin connection with such exchange. 1.7 0.5. Ownership of Acquiring Fund Shares of each Acquiring Fund will be shown on the books of the Acquiring Fund’s transfer agentits books. Shares of the Acquiring Fund Shares will be issued in the manner described in the Acquiring Fund’s then-current prospectus(es) prospectus and statement of additional information. 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 0.6. Any reporting responsibility of the an Acquired 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 (the “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 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 FUND PORTFOLIO TO THE ACQUIRING PORTFOLIO IN EXCHANGE FOR THE ACQUIRING FUND SHARES PORTFOLIO SHARES, THE ASSUMPTION OF ALL KNOWN ACQUIRED PORTFOLIO LIABILITIES AND THE ACQUIRING FUND’S ASSUMPTION OF ACQUIRED FUND LIABILITIES AND LIQUIDATION OF THE ACQUIRED FUND.PORTFOLIO 1.1 1.1. Subject to the requisite approval of the Acquired Portfolio shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein: (a) The , the Acquired Fund shall assignPortfolio agrees to transfer all of the Acquired Portfolio’s assets, transfer and convey as set forth in paragraph 1.2, to the Acquiring Fund all of Portfolio, and the Assets of the Acquired Fund (as defined in paragraph 1.2). (b) The Acquiring Fund Portfolio agrees in exchange therefor— : (i) to issue and deliver to the Acquired Fund Portfolio the number of full and fractional ADV Class, Class Sand I Class Acquiring Fund Portfolio Shares determined by dividing the value of the Acquired Portfolio’s net assets with respect to each class class, computed in the manner and as of the time and date set forth in Appendix A equal to paragraph 2.1, by the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of one Acquiring Portfolio Share of the Acquired Fund Shares same class, computed in the manner and as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund 2.2 and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (liabilities of the Acquired Portfolio, as defined set forth in paragraph 1.3) of the Acquired Fund. (c) . Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “Closing”). (a) 1.2. The assets of the Acquired Fund Portfolio to be acquired by the Acquiring Fund (the “Assets”) Portfolio shall consist of all assets and property, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Portfolio and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Portfolio on the closing date provided for in paragraph 3.1 (the “Closing 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 Agreement1.3. The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may Portfolio will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the The Acquiring Fund Portfolio shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves the liabilities of the Acquired Fund Portfolio set forth in the Acquired Portfolio’s Statement of Assets and Liabilities as of the Closing Date (collectivelydelivered by ING Investors, on behalf of the “Liabilities”). 1.4 The Assets shall be delivered Acquired Portfolio, to ING Investors, on the Closing Date to the Acquiring Fund’s custodian (the “Custodian”), for the account behalf of the Acquiring FundPortfolio, 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 pursuant 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 claimsparagraph 7.2 hereof. 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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund Portfolio will liquidate 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: (i) distribute pro rata in accordance with this paragraph to the Acquired FundPortfolio’s shareholders of record—some of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined record with respect to its ADV Class, Class S and I Class shares, determined as of immediately after the close of business on the Closing Date (the “Acquired Fund Shareholders”)Date, on a pro rata basis within each class, the Acquiring Fund Portfolio Shares of the corresponding same class received by the Acquired Fund Portfolio pursuant to paragraph 1.11.1and (ii) will completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of the Acquired Portfolio’s shares, by transferring the transfer of the Acquiring Fund Portfolio Shares of each class then credited to the account of the Acquired Fund Portfolio on the books of the Acquiring Fund Portfolio to open individual and omnibus accounts on such books for the benefit share records of (a) the Acquiring Portfolio in the names of the shareholders of record of each class of the Acquired Fund Shareholders other than Nominee Shareholders and Portfolio’s shares, determined as of immediately after the close of business on the Closing Date (b) the indirect holders of Acquired Fund Shares through Nominee Shareholders of the corresponding class (collectively, the “Beneficial Acquired Portfolio Shareholders”) ). The aggregate net asset value of ADV Class, Class S and representing the respective pro rata number of full I Class Acquiring Portfolio Shares to be so credited to ADV Class, Class S and fractional Acquiring Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an I Class Acquired Fund Shareholder shall be entitled to receivePortfolio Shareholders shall, with respect to each full and fractional share class, be equal to the aggregate net asset value of the Acquired Fund held Portfolio shares of that same class owned by such shareholder, a full and fractional Acquiring Fund Share of shareholders on the corresponding share class, as set forth in Appendix A. Closing Date. All issued and outstanding ADV Class, Class S and I Class Acquired Portfolio shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund simultaneously with Portfolio, although share certificates representing interests in ADV Class, Class S and I Class shares of the distribution Acquired Portfolio will represent a number of the same class of Acquiring Fund Portfolio Shares to after the Acquired Fund ShareholdersClosing Date, as determined in accordance with Section 2.3. The Acquiring Portfolio shall not issue certificates representing the ADV Class, S Class, and I Class Acquiring Portfolio Shares in connection with such exchange. 1.7 1.5. Ownership of Acquiring Fund Portfolio Shares will be shown on the books of the Acquiring FundPortfolio’s transfer agent. Shares of the Acquiring Fund will be issued , as defined in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional informationparagraph 3.3. 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 1.6. Any reporting responsibility of the Acquired Fund Portfolio 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 (the “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 Fund up to and including the Closing Date and such later date on which the Acquired Fund’s existence is terminatedPortfolio. 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 FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND THE ACQUIRING ASSUMPTION OF THE ACQUIRED FUND’S ASSUMPTION OF ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND. 1.1 1.1. Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein: (a) The , the Acquired Fund shall assign, agrees to transfer and convey all of its assets as set forth in paragraph 1.2 to the Acquiring Fund all of and the Assets of the Acquired Fund (as defined in paragraph 1.2). (b) The Acquiring Fund agrees in exchange therefor— therefore (i) to issue and deliver to the Acquired Fund the number of full and Acquiring Fund Shares of its Investor Class (the “Acquiring Fund Class”), including fractional Acquiring Fund Shares (rounded to the third decimal place), determined by dividing the value of each class the Acquired Fund’s net assets computed in the manner and as of the time and date set forth in Appendix A equal to paragraph 2.1 by the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of one Acquiring Fund Share computed in the Acquired Fund Shares manner and as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund 2.2; and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) liabilities of the Acquired Fund. (c) , as set forth in paragraph 1.3. Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “Closing”). (a) 1.2. The assets of the Acquired Fund to be acquired by the Acquiring Fund (the “Assets”) shall consist of all property, including without limitation, all cash, cash equivalents, securities, commodities and futures interests, accrued amortization and accretion, receivables (including interest and dividend and interest receivables), claims and rights of action that action, rights to register shares under applicable securities laws, which are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Fund on the closing date provided in paragraph 3.1 (the “Closing Date. The Assets shall be invested at all times through the Closing in a manner that ensures compliance with paragraph 3.1(j”). (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 Agreement1.3. The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the The Acquiring Fund shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves (expected to include expenses incurred in the ordinary course of the Acquired Fund Fund’s operations, such as accounts payable relating to custodian and transfer agency fees, legal and audit fees, and expenses of state securities registration of the Closing Date (collectively, Acquired Fund’s shares) of the “Liabilities”)Acquired Fund. 1.4 1.4. The Assets shall Acquiring Fund and the Acquired Fund will jointly file any instrument as may be delivered on required by the Closing Date State of Delaware to effect the transfer of assets from the Acquired Fund to the Acquiring Fund’s custodian (Fund as provided for in paragraph 1.1. 1.5. Immediately after the “Custodian”), for transfer of assets from the account Acquired Fund to the Acquiring Fund and the issuance of the Acquiring Fund Shares to the Acquired Fund by 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, each case as provided for 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 after the Closing Date as is possibleparagraph 1.1, the Acquired Fund will liquidate and distribute pro rata in accordance with this paragraph to the Acquired Fund’s shareholders of record—some of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined , determined as of immediately after the close of business on the Closing Date (the “Acquired Fund Shareholders”), the Acquiring Fund Shares of the corresponding class Acquiring Fund Class received by the Acquired Fund pursuant to paragraph 1.11.1 and will completely liquidate. Such distribution and liquidation and distribution will be accomplished by transferring the transfer of the Acquiring Fund Shares of each class the Acquiring Fund Class then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open individual and omnibus accounts on such books for the benefit of (a) the Acquired Fund Shareholders other than Nominee Shareholders and (b) the indirect holders of Acquired Fund Shares through Nominee Shareholders share records of the corresponding class (collectively, the “Beneficial Shareholders”) and representing the respective pro rata number of full and fractional Acquiring Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Acquired Fund Shareholder shall be entitled to receive, with respect to each full and fractional share in the names of the Acquired Fund held Shareholders. The aggregate net asset value of Acquiring Fund Shares to be so credited to Acquired Fund Shareholders shall be equal to the aggregate net asset value of the Acquired Fund shares owned by such shareholder, a full shareholders as of immediately after the close of business on the Closing Date (and fractional Acquiring Fund Share after the declaration and payment of the corresponding share class, as set forth in Appendix A. All issued and any dividends). The outstanding shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund, although share certificates representing interests in the Acquired Fund simultaneously with the distribution will represent a number of Acquiring Fund Shares to after the Acquired Closing Date as determined in accordance with paragraph 2.3. The Acquiring Fund Shareholderswill not issue certificates representing the Acquiring Fund Shares in connection with such exchange. 1.7 1.6. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued in the manner described in the Acquiring Fund’s then-current prospectus(es) prospectus and statement of additional information. 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 1.7. Any reporting responsibility of the Acquired Fund including (but not limited to) the responsibility for any periods ending on or before the Closing Date for filing of regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (the “Commission”), any state securities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund. 1.8. Immediately after the Closing Date, the share transfer books relating to the Acquired Fund up shall be closed and no transfer of shares shall thereafter be made on such books. All books and records relating to the Acquired Fund, including all books and including records required to be maintained under the Investment Company Act of 1940, as amended, and the rules and regulations thereunder transferred to the Acquiring Fund, shall be made available to the Acquiring Fund from and after 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 at the Acquiring Fund’s cost of producing such books and records until at least the date through which such books and records must be maintained under applicable law.

TRANSFER OF ASSETS OF THE. ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND SHARES, THE ACQUIRING FUND’S ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND. 1.1 1.1. Subject to requisite approvals and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein: (a) The , the Acquired Fund shall agrees to sell, assign, convey, transfer and convey deliver all of the property and assets of the Acquired Fund, as set forth in paragraph 1.2, to the Acquiring Fund all of Fund, and the Assets of the Acquired Fund (as defined in paragraph 1.2). (b) The Acquiring Fund agrees in exchange therefor— therefore: (ia) to issue and deliver to the Acquired Fund the number of full and fractional Class A, B, C, K, R and Y Acquiring Fund Shares determined by dividing the value of the Acquired Funds net assets 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 of one Acquiring Fund Share of the corresponding class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (b) to assume all liabilities of the Acquired Fund, as set forth in Appendix A equal to the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of the Acquired Fund Shares as of the Valuation Date (as defined in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) of the Acquired Fund. (c) . Such transactions shall take place at on the date of the closing provided for in paragraph 2.1 3.1 (the “Closing”Closing Date). (a) 1.2. The property and assets of MST attributable to the Acquired Fund to be acquired by the Acquiring Fund (the “Assets”) shall consist of all propertyproperty and assets, including including, without limitation, all rights, cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Fund on the Closing Date. The Assets shall be invested at all times through the Closing Valuation Date as defined in a manner that ensures compliance with paragraph 3.1(j2.1 (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 will sell, assign, convey, transfer and deliver to the right 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 sell any of such property the Assets transferred, which rights, stock dividends, and other securities shall be deemed included in the ordinary course 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 and/or has not been received by the Acquired Fund as of its businessthe 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 Fund may endeavor will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Closing Valuation Date. At the Closing, the The Acquiring Fund shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves of the liabilities of the Acquired Fund as of Fund, whether accrued or contingent, known or unknown, existing at the Closing Valuation Date (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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund will liquidate 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 (after reduction for any available capital loss carryover), if any, for the current taxable year through the Closing Date. 1.4. Immediately following the actions contemplated by paragraph 1.1, MST shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, MST, on behalf of the Acquired Fund, shall (a) distribute pro rata in accordance with this paragraph to the Acquired Fund’s Funds shareholders of record—some record with respect to each class of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined its shares as of the Closing Date as defined in paragraph 3.1 (the “Acquired Fund Shareholders”), on a pro rata basis within that class, the Acquiring Fund Shares of the corresponding class received by the Acquired Fund pursuant to paragraph 1.1, and (b) completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of the Acquired Funds shares, by transferring the transfer of the Acquiring Fund Shares of each class then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open individual and omnibus accounts on such books for the benefit share records of (a) the Acquiring Fund in the names of the Acquired Fund Shareholders other than Nominee Shareholders Shareholders. The aggregate net asset value of Class A, B, C, K, R 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 Y Acquiring Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposesbe so credited to Class A, an B, C, K, R and Y Acquired Fund Shareholder shall be entitled to receiveShareholders, respectively, shall, with respect to each full and fractional share class, be equal to the aggregate net asset value of the Acquired Fund held by such shareholder, a full and fractional Acquiring Fund Share Shares of the corresponding share class, as set forth in Appendix A. class owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding shares of the Acquired Fund Shares will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund simultaneously with will not issue certificates representing the distribution of Class A, B, C, K, R and Y Acquiring Fund Shares to in connection with the Acquired Fund ShareholdersReorganization. 1.7 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued Funds Transfer Agent, as defined in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional informationparagraph 3.3 hereof. 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 1.6. Any reporting responsibility of the Acquired Fund Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (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 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 FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND SHARES, THE ACQUIRING FUND’S ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND. 1.1 1.1. Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein: (a) The , the Acquired Fund shall agrees to sell, assign, convey, transfer and convey deliver all of the property and assets of the Acquired Fund, as set forth in paragraph 1.2 herein, to the Acquiring Fund all of Fund, and the Assets of the Acquired Fund (as defined in paragraph 1.2). (b) The Acquiring Fund agrees in exchange therefor— : (i) to issue and deliver to the Acquired Fund the number of full and fractional Class IB Acquiring Fund Shares of each class as set forth in Appendix A equal to the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have having an aggregate net asset value equal to the aggregate net asset value of the assets of Class IB of the Acquired Fund Shares transferred hereunder, less the value of the liabilities of Class IB transferred hereunder, computed in the manner and as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund 2.1 herein; and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) all liabilities of the Acquired Fund. (c) , as set forth in paragraph 1.3 herein. Such transactions shall take place at on the date of the closing provided for in paragraph 2.1 3.1 herein (the “ClosingClosing Date”). (a) 1.2. The property and assets of Hartford Series Fund attributable to the Acquired Fund to be acquired by the Acquiring Fund (the “Assets”) shall consist of all propertyproperty and assets, including including, without limitation, all rights, cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Fund on the Closing Date. The Assets shall be invested at all times through the Closing Valuation Date as defined in a manner that ensures compliance with paragraph 3.1(j2.1 (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 will sell, assign, convey, transfer and deliver to the right 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 sell any of such the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the ordinary course 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 its businessthe 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 Fund may endeavor will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Closing DateValuation Date (as defined below). At the Closing, the The Acquiring Fund shall assume all liabilitiesof the liabilities of the Acquired Fund, debtswhether accrued or contingent, obligationsknown or unknown, expensesexisting at the Valuation Date (collectively, costs, charges and reserves “Liabilities”). The Liabilities shall include the obligation of the Acquired Fund as to indemnify the directors and officers of the Closing Acquired Fund for acts and omissions prior to the Valuation Date (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 same extent that they would have been indemnified by the Acquired Fund after had the Closing Date as distributions on or with respect to the Assets transferredReorganization not occurred). 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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund will liquidate 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 following the actions contemplated by paragraph 1.1 herein, Hartford Series Fund shall take such actions necessary to complete the liquidation of the Acquired Fund. To complete the liquidation, Hartford Series Fund, on behalf of the Acquired Fund, shall (a) distribute pro rata in accordance with this paragraph to the Acquired Fund’s shareholders of record—some record with respect to each class of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined its shares as of the Closing Date as defined in paragraph 3.1 herein (the “Acquired Fund Shareholders”), on a pro rata basis within the class, the Acquiring Fund Shares of the corresponding class received by the Acquired Fund pursuant to paragraph 1.11.1 herein, and (b) completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of Acquired Fund shares, by transferring the transfer of the Acquiring Fund Shares of each class then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open individual and omnibus accounts on such books for the benefit share records of (a) the Acquiring Fund in the names of the Acquired Fund Shareholders other than Nominee Shareholders and (b) Shareholders. The aggregate net asset value of Class IB Acquiring Fund Shares to be so credited to the indirect holders Class IB Acquired Fund Shareholders, respectively, shall, with respect to the class, be equal to the aggregate net asset value of the 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 Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an owned by Acquired Fund Shareholder shall be entitled to receive, with respect to each full and fractional share of Shareholders on the Acquired Fund held by such shareholder, a full and fractional Acquiring Fund Share of the corresponding share class, as set forth in Appendix A. Valuation Date. All issued and outstanding shares of the Acquired Fund Shares will simultaneously be canceled on the books of the Acquired Fund, although share certificates representing interests in Class IB Acquired Fund simultaneously with Shares will thereafter represent interests in the distribution corresponding class of Acquiring Fund Shares to after the Acquired Closing Date, as determined in accordance with paragraph 2.3. The Acquiring Fund Shareholdersshall not issue certificates representing the Class IB Acquiring Fund Shares in connection with the Reorganization. 1.7 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued Transfer Agent, as defined in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional informationparagraph 3.3 herein. 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 1.6. Any reporting responsibility of the Acquired Fund Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“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 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 FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES SHARES, THE ASSUMPTION OF THE ACQUIRED FUND’S LIABILITIES AND THE ACQUIRING FUND’S ASSUMPTION OF ACQUIRED FUND LIABILITIES AND LIQUIDATION OF THE ACQUIRED FUND. 1.1 1.1. Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein: (a) The , the Acquired Fund shall assign, agrees to transfer and convey all of its assets as set forth in paragraph 1.2 to the Acquiring Fund all of and the Assets of the Acquired Fund (as defined in paragraph 1.2). (b) The Acquiring Fund agrees in exchange therefor— therefore (i) to issue and deliver to the Acquired Fund the number of full and Acquiring Fund Shares of its Institutional Plus Class (the “Acquiring Fund Class”), including fractional Acquiring Fund Shares (rounded to the third decimal place), determined in the manner and as of each class as the time and date set forth in Appendix A equal to the number of outstanding full Section 2; and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of the Acquired Fund Shares as of the Valuation Date (as defined in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) liabilities of the Acquired Fund. (c) , as set forth in paragraph 1.3. Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “Closing”). (a) 1.2. The assets of the Acquired Fund to be acquired by the Acquiring Fund (the “Assets”) shall consist of all property, including without limitation, all cash, cash equivalents, securities, commodities and futures interests, accrued amortization and accretion, receivables (including interest and dividend and interest receivables), claims and rights of action that action, rights to register shares under applicable securities laws, which are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Fund on the closing date provided in paragraph 3.1 (the “Closing Date. The Assets shall be invested at all times through the Closing in a manner that ensures compliance with paragraph 3.1(j”). (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 Agreement1.3. The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may endeavor will use reasonable commercial efforts to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the The Acquiring Fund shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves (expected to include expenses incurred in the ordinary course of the Acquired Fund Fund’s operations, such as accounts payable relating to custodian and transfer agency fees, legal and audit fees, and expenses of state securities registration of the Closing Date (collectively, the “Liabilities”). 1.4 The Assets shall be delivered on the Closing Date to the Acquiring Acquired Fund’s custodian (the “Custodian”), for the account shares) 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 Acquired Fund. 1.5 The Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest received on or 1.4. Immediately 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 of 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 provided for in the Assets transferred to the Acquiring Fund on the Closing Date and shall not be separately valued. 1.6 On or as soon after the Closing Date as is possibleparagraph 1.1, the Acquired Fund will liquidate and distribute pro rata in accordance with this paragraph to the Acquired Fund’s shareholders of record—some of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined , determined as of immediately after the close of business on the Closing Date (the “Acquired Fund Shareholders”), the Acquiring Fund Shares of the corresponding class Acquiring Fund Class received by the Acquired Fund pursuant to paragraph 1.11.1 and will completely liquidate. Such distribution and liquidation and distribution will be accomplished by transferring the transfer of the Acquiring Fund Shares of each class the Acquiring Fund Class then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open individual and omnibus accounts on such books for the benefit of (a) the Acquired Fund Shareholders other than Nominee Shareholders and (b) the indirect holders of Acquired Fund Shares through Nominee Shareholders share records of the corresponding class (collectively, the “Beneficial Shareholders”) and representing the respective pro rata number of full and fractional Acquiring Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Acquired Fund Shareholder shall be entitled to receive, with respect to each full and fractional share in the names of the Acquired Fund held Shareholders. The aggregate net asset value of Acquiring Fund Shares to be so credited to Acquired Fund Shareholders shall be equal to the aggregate net asset value of the Acquired Fund shares owned by such shareholder, a full shareholders as of immediately after the close of business on the Closing Date (and fractional Acquiring Fund Share after the declaration and payment of the corresponding share class, as set forth in Appendix A. All issued and any dividends). The outstanding shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund, although share certificates representing interests in the Acquired Fund simultaneously with the distribution will represent a number of Acquiring Fund Shares to after the Acquired Closing Date as determined in accordance with paragraph 2.3. The Acquiring Fund Shareholderswill not issue certificates representing the Acquiring Fund Shares in connection with such exchange. 1.7 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued in the manner described in the Acquiring Fund’s then-current prospectus(es) prospectus and statement of additional information. 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 1.6. Any reporting responsibility of the Acquired Fund including (but not limited to) the responsibility for any periods ending on or before the Closing Date for filing of regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (the “Commission”), any state securities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired 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 FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND SHARES, THE ACQUIRING FUND’S ASSUMPTION OF ALL KNOWN ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND. 1.1 1.1. Subject to the terms and conditions contained herein: (a) The Acquired Fund shall assign, transfer and convey to the Acquiring Fund all of the Assets requisite approval of the Acquired Fund (shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of the Acquired Fund’s assets, as defined set forth in paragraph 1.2). (b) The , to the Acquiring Fund, and the Acquiring Fund agrees in exchange therefor— : (i) to issue and deliver to the Acquired Fund the number of full and fractional Class A, Class B, Class C and Class I Acquiring Fund Shares determined by dividing the value of the Acquired Fund’s net assets with respect to each class class, computed in the manner and as of the time and date set forth in Appendix A equal to paragraph 2.1, by the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of one Acquiring Fund Share of the Acquired Fund Shares same class, computed in the manner and as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund 2.2 and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (as defined in paragraph 1.3) liabilities of the Acquired Fund. (c) , as set forth in paragraph 1.3. Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “Closing”). (a) 1.2. The assets of the Acquired Fund to be acquired by the Acquiring Fund (the “Assets”) shall consist of all assets and property, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Fund on the closing date provided for in paragraph 3.1 (the “Closing 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 Agreement1.3. The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the The Acquiring Fund shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves the liabilities of the Acquired Fund set forth in the Acquired Fund’s Statement of Assets and Liabilities as of the Closing Date (collectivelydelivered by IET, on behalf of the “Liabilities”). 1.4 The Assets shall be delivered Acquired Fund, to IET, on the Closing Date to the Acquiring Fund’s custodian (the “Custodian”), for the account behalf 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 pursuant 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 claimsparagraph 7.2 hereof. 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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund will liquidate 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 Fund will: (i) distribute pro rata in accordance with this paragraph to the Acquired Fund’s shareholders of record—some of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined record with respect to its Class A, Class B, Class C and Class I shares, determined as of immediately after the close of business on the Closing Date (the “Acquired Fund Shareholders”)Date, on a pro rata basis within each class, the Acquiring Fund Shares of the corresponding same class received by the Acquired Fund pursuant to paragraph 1.11.1and (ii) completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of the Acquired Fund’s shares, by transferring the transfer of the Acquiring Fund Shares of each class then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open individual and omnibus accounts on such books for the benefit share records of the Acquiring Fund in the names of the shareholders of record of each class of the Acquired Fund’s shares, determined as of immediately after the close of business on the Closing Date (a) the “Acquired Fund Shareholders”). The aggregate net asset value of Class A, Class B, Class C and Class I Acquiring Fund Shares to be so credited to Class A, Class B, Class C and Class I 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 Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Acquired Fund Shareholder shall be entitled to receiveshall, with respect to each full and fractional share class, be equal to the aggregate net asset value of the Acquired Fund held shares of that same class owned by such shareholder, a full and fractional Acquiring Fund Share of shareholders on the corresponding share class, as set forth in Appendix A. Closing Date. All issued and outstanding shares of the Class A, Class B, Class C and Class I Acquired Fund shares will simultaneously be canceled on the books of the Acquired Fund, although share certificates representing interests in Class A, Class B, Class C and Class I shares of the Acquired Fund simultaneously with will represent a number of the distribution same class of Acquiring Fund Shares to after the Acquired Closing Date, as determined in accordance with Section 2.3. The Acquiring Fund Shareholdersshall not issue certificates representing the Class A, Class B, Class C, and Class I Acquiring Fund Shares in connection with such exchange. 1.7 1.5. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued , as defined in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional informationparagraph 3.3. 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 1.6. Any reporting responsibility of the Acquired 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 (the “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 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 FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND SHARES, THE ACQUIRING FUND’S ASSUMPTION OF ACQUIRED FUND LIABILITIES BY THE ACQUIRING FUND AND THE LIQUIDATION AND DISSOLUTION OF THE ACQUIRED FUND. 1.1 Subject to the requisite approval of the Acquired Fund’s shareholders (“Acquired Fund Shareholders”) and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein: (a) The , the Acquired Fund shall agrees to sell, assign, transfer and convey deliver all of its Assets, to the Acquiring Fund all of Fund, and the Assets of the Acquired Fund (as defined in paragraph 1.2). (b) The Acquiring Fund agrees in exchange therefor—: (ia) to issue and deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares of each class as set forth equal in Appendix A equal value to the number net value of outstanding full and fractional shares of the each corresponding class of the Acquired Fund set forth outstanding on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value date for closing of the Acquired Fund Shares as of Reorganization (“Closing” and such date the Valuation Date (as defined in paragraph 1.10“Closing Date”). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund and shall deliver a confirmation thereof to the Acquired Fund, ; and (iib) to assume the Liabilities (as defined in paragraph 1.3) of the Acquired Fund. , as set forth in paragraph 1.2. The transactions described in paragraphs 1.1(a) and (cb) Such transactions shall take place at on the closing Closing Date provided for in paragraph 2.1 (the “Closing”)3.1. (a) 1.2 The property and assets of the Acquired Fund to be acquired by the Acquiring Fund (the “Assets”) shall consist of all assets and property, including including, without limitation, all rights, cash, cash equivalents, securities, commodities and futures interests, dividend forwards, swaps and interest receivablesother financial instruments, claims (whether absolute or contingent, known or unknown), receivables (including dividends, interest, principal, subscriptions and other receivables), goodwill and other intangible property, contractual rights and choses in action, copies of action that are owned by all books and records belonging to the Acquired Fund, and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Fund on the Closing Date, and all interests, rights, privileges and powers, other than the Acquired Fund’s rights under this Agreement on the Valuation Date, as defined in paragraph 2.1 (collectively, “Assets”). The Assets shall be invested at all times through the Closing in a manner that ensures compliance with paragraph 3.1(j). (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 Fund may endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the Acquiring Fund shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves of the Acquired Fund as of the Closing Date (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 hypothecations and claims. All cash delivered claims whatsoever and there shall be no restrictions on the full transfer thereof (excluding such restrictions as might arise under the 1933 Act and the Investment Consents (as defined in the form paragraph 6.9 below)). The Acquiring Fund Trust, on behalf of immediately available funds payable to the order each Acquiring Fund, shall assume all of the Custodian for the account liabilities and obligations of the Acquiring corresponding Acquired Fund. 1.5 The , including, without limitation, all indemnification obligations of 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 the current and former members of the Board and officers of the Acquired Fund Trust and any obligations of an Acquired Fund to allow the adviser and/or subadviser to the Acquiring Acquired Funds to recapture previously waived fees or reimbursements provided under expense limitation agreements, whether accrued or contingent, known or unknown, existing at the Valuation Date except for (a) obligations of the Acquired Fund hereunderarising under this Agreement and (b) all expenses that are solely and directly related to the Reorganization (determined in accordance with the guidelines set forth in Rev. Rul. 73-54, 1973-1 C.B. 187) and borne by VAIA and/or SHIP pursuant to paragraph 9.2 (collectively, “Liabilities”). The Acquired Fund will transfer use its best efforts to discharge all known Liabilities prior to or at the Valuation Date to the Acquiring Fund any distributions, rights or other assets received by the Acquired Fund after extent permissible and consistent with its own investment objectives and policies. If prior to 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 after the Closing Date as is possible, the Acquired Fund will liquidate and distribute pro rata in accordance with this paragraph to the Acquired Fund’s shareholders of record—some of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined as of the Closing Date (the “Acquired Fund Shareholders”)Date, the Acquiring Fund Shares of identifies a Liability that the corresponding class received by Acquiring Fund and the Acquired Fund pursuant mutually agree should not be assumed by the Acquiring Fund, such Liability shall be excluded from the definition of Liabilities hereunder and shall be listed on a Schedule of Excluded Liabilities to paragraph 1.1. Such liquidation and distribution will be accomplished signed by transferring the Acquiring Fund Shares of each class then credited to the account of and the Acquired Fund on at the books of Closing (as defined in paragraph 3.1 below) (the “Excluded Liabilities”). The assets to be acquired by the Acquiring Fund to open individual and omnibus accounts on such books for the 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 Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, shall not include any deferred or prepaid expenses shown as an Acquired Fund Shareholder shall be entitled to receive, with respect to each full and fractional share of the Acquired Fund held by such shareholder, a full and fractional Acquiring Fund Share of the corresponding share class, as set forth in Appendix A. All issued and outstanding shares of the Acquired Fund will be canceled asset on the books of the Acquired Fund simultaneously with on the distribution Closing Date, to the extent that they do not have continuing value to the Acquiring Fund, nor any Non-Acceptable Foreign Tax Reclaim Receivables (which are defined as the Foreign Tax Reclaim Receivables on the books and records of Acquiring the Acquired Fund Shares immediately prior to the Closing that either (i) the investment adviser to the Acquired Fund Shareholders. 1.7 Ownership and the Acquired Fund have determined to write-off as of Acquiring Fund Shares will or prior to the Closing; or (ii) that are not Acceptable Foreign Tax Reclaim Receivables). “Foreign Tax Reclaim Receivables” shall be shown defined as the foreign tax reclaim receivables, as of any relevant date, identified as “reclaim receivables” on the books and records of the Acquiring Acquired Fund’s transfer agent. Shares of .” “Acceptable Foreign Tax Reclaim Receivables” shall be defined as the Acquiring Fund will be issued in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional information. 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 Foreign Tax Reclaim Receivables on the books and records 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 Fund is and shall remain the responsibility of the Acquired 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 have been determined by the State Street Bank and Trust Company in accordance with its regular practices as sub-administrator for the Acquiring Fund, in their sole discretion, to be eligible to be acquired by, and transferred to, such Acquiring Fund. For the avoidance of doubt, the Acquiring Fund shall only acquire any Acceptable Foreign Tax Reclaim Receivables.

TRANSFER OF ASSETS OF THE. ACQUIRED FUND PORTFOLIO TO THE ACQUIRING PORTFOLIO IN EXCHANGE FOR THE ACQUIRING FUND SHARES PORTFOLIO SHARES, THE ASSUMPTION OF ALL KNOWN ACQUIRED PORTFOLIO LIABILITIES AND THE ACQUIRING FUND’S ASSUMPTION OF ACQUIRED FUND LIABILITIES AND LIQUIDATION OF THE ACQUIRED FUND.PORTFOLIO 1.1 1.1. Subject to the requisite approval of the Acquired Portfolio shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein: (a) The , the Acquired Fund shall assignPortfolio agrees to transfer all of the Acquired Portfolio’s assets, transfer and convey as set forth in paragraph 1.2, to the Acquiring Fund all of Portfolio, and the Assets of the Acquired Fund (as defined in paragraph 1.2). (b) The Acquiring Fund Portfolio agrees in exchange therefor— : (i) to issue and deliver to the Acquired Fund Portfolio the number of full and fractional ADV Class, Class S and I Class Acquiring Fund Portfolio Shares determined by dividing the value of the Acquired Portfolio’s net assets with respect to each class class, computed in the manner and as of the time and date set forth in Appendix A equal to paragraph 2.1, by the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of one Acquiring Portfolio Share of the Acquired Fund Shares same class, computed in the manner and as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund 2.2 and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (liabilities of the Acquired Portfolio, as defined set forth in paragraph 1.3) of the Acquired Fund. (c) . Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “Closing”). (a) 1.2. The assets of the Acquired Fund Portfolio to be acquired by the Acquiring Fund (the “Assets”) Portfolio shall consist of all assets and property, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Portfolio and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Portfolio on the closing date provided for in paragraph 3.1 (the “Closing 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 Agreement1.3. The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may Portfolio will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the The Acquiring Fund Portfolio shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves the liabilities of the Acquired Fund Portfolio set forth in the Acquired Portfolio’s Statement of Assets and Liabilities as of the Closing Date (collectivelydelivered by ING Investors, on behalf of the “Liabilities”). 1.4 The Assets shall be delivered Acquired Portfolio, to ING Investors, on the Closing Date to the Acquiring Fund’s custodian (the “Custodian”), for the account behalf of the Acquiring FundPortfolio, 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 pursuant 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 claimsparagraph 7.2 hereof. 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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund Portfolio will liquidate 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: (i) distribute pro rata in accordance with this paragraph to the Acquired FundPortfolio’s shareholders of record—some of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined record with respect to its ADV Class, Class S and I Class shares, determined as of immediately after the close of business on the Closing Date (the “Acquired Fund Shareholders”)Date, on a pro rata basis within each class, the Acquiring Fund Portfolio Shares of the corresponding same class received by the Acquired Fund Portfolio pursuant to paragraph 1.11.1and (ii) will completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of the Acquired Portfolio’s shares, by transferring the transfer of the Acquiring Fund Portfolio Shares of each class then credited to the account of the Acquired Fund Portfolio on the books of the Acquiring Fund Portfolio to open individual and omnibus accounts on such books for the benefit share records of (a) the Acquiring Portfolio in the names of the shareholders of record of each class of the Acquired Fund Shareholders other than Nominee Shareholders and Portfolio’s shares, determined as of immediately after the close of business on the Closing Date (b) the indirect holders of Acquired Fund Shares through Nominee Shareholders of the corresponding class (collectively, the “Beneficial Acquired Portfolio Shareholders”) ). The aggregate net asset value of ADV Class, Class S and representing the respective pro rata number of full I Class Acquiring Portfolio Shares to be so credited to ADV Class, Class S and fractional Acquiring Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an I Class Acquired Fund Shareholder shall be entitled to receivePortfolio Shareholders shall, with respect to each full and fractional share class, be equal to the aggregate net asset value of the Acquired Fund held Portfolio shares of that same class owned by such shareholder, a full and fractional Acquiring Fund Share of shareholders on the corresponding share class, as set forth in Appendix A. Closing Date. All issued and outstanding ADV Class, Class S and I Class Acquired Portfolio shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Fund simultaneously with Portfolio, although share certificates representing interests in ADV Class, Class S and I Class shares of the distribution Acquired Portfolio will represent a number of the same class of Acquiring Fund Portfolio Shares to after the Acquired Fund ShareholdersClosing Date, as determined in accordance with Section 2.3. The Acquiring Portfolio shall not issue certificates representing the ADV Class, S Class, and I Class Acquiring Portfolio Shares in connection with such exchange. 1.7 1.5. Ownership of Acquiring Fund Portfolio Shares will be shown on the books of the Acquiring FundPortfolio’s transfer agent. Shares of the Acquiring Fund will be issued , as defined in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional informationparagraph 3.3. 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 1.6. Any reporting responsibility of the Acquired Fund Portfolio 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 (the “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 Fund up to and including the Closing Date and such later date on which the Acquired Fund’s existence is terminatedPortfolio. 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 FUND PORTFOLIO TO THE ACQUIRING PORTFOLIO IN EXCHANGE FOR THE ACQUIRING FUND SHARES PORTFOLIO SHARES, THE ASSUMPTION OF ALL KNOWN ACQUIRED PORTFOLIO LIABILITIES AND THE ACQUIRING FUND’S ASSUMPTION OF ACQUIRED FUND LIABILITIES AND LIQUIDATION OF THE ACQUIRED FUND.PORTFOLIO 1.1 1.1. Subject to the requisite approval of the Acquired Portfolio shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein: (a) The , the Acquired Fund shall assignPortfolio agrees to transfer all of the Acquired Portfolio’s assets, transfer and convey as set forth in paragraph 1.2, to the Acquiring Fund all of Portfolio, and the Assets of the Acquired Fund (as defined in paragraph 1.2). (b) The Acquiring Fund Portfolio agrees in exchange therefor— therefore: (i) to issue and deliver to the Acquired Fund Portfolio the number of full and fractional Adviser Class, Service Class, Service 2 Class and Institutional Class Acquiring Fund Portfolio Shares determined by dividing the value of the Acquired Portfolio’s net assets with respect to each class class, computed in the manner and as of the time and date set forth in Appendix A equal to paragraph 2.1, by the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of one Acquiring Portfolio Share of the Acquired Fund Shares same class, computed in the manner and as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund 2.2; and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume the Liabilities (liabilities of the Acquired Portfolio, as defined set forth in paragraph 1.3) of the Acquired Fund. (c) . Such transactions shall take place at the closing provided for in paragraph 2.1 3.1 (the “Closing”). (a) 1.2. The assets of the Acquired Fund Portfolio to be acquired by the Acquiring Fund (the “Assets”) Portfolio shall consist of all assets and property, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interests, dividend interests and interest receivables, claims and rights of action dividends or interests receivable that are owned by the Acquired Fund, Portfolio and any deferred or prepaid expenses shown as assets an asset on the books of the Acquired Fund, Portfolio on the closing date provided for in paragraph 3.1 (the “Closing 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 Agreement1.3. The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may Portfolio will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the The Acquiring Fund Portfolio shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves the liabilities of the Acquired Fund Portfolio set forth in the Acquired Portfolio’s Statement of Assets and Liabilities as of the Closing Date (collectivelydelivered by the Trust, on behalf of the “Liabilities”). 1.4 The Assets shall be delivered on the Closing Date Acquired Portfolio, to the Acquiring Fund’s custodian (the “Custodian”)Portfolio, 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 pursuant 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 claimsparagraph 7.2 hereof. 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 after as practicable prior to the Closing Date as is possibleDate, the Acquired Fund Portfolio will liquidate 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 pro rata in accordance with this paragraph to the Acquired FundPortfolio’s shareholders of record—some record with respect to each class of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined its shares, determined as of immediately after the close of business on the Closing Date (the “Acquired Fund Portfolio Shareholders”), on a pro rata basis within that class, the Acquiring Fund Portfolio Shares of the corresponding same class received by the Acquired Fund Portfolio pursuant to paragraph 1.1, and will completely liquidate. Such distribution and liquidation and distribution will be accomplished accomplished, with respect to each class of the Acquired Portfolio’s shares, by transferring the transfer of the Acquiring Fund Portfolio Shares of each class then credited to the account of the Acquired Fund Portfolio on the books of the Acquiring Fund Portfolio to open individual and omnibus accounts on such books for the benefit share records of (a) the Acquiring Portfolio in the names of the Acquired Fund Portfolio Shareholders. The aggregate net asset value of Adviser Class, Service Class, Service 2 Class and Institutional Class Acquiring Portfolio Shares to be so credited to Adviser Class, Service Class, Service 2 Class and Institutional Class Acquired Portfolio 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 Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Acquired Fund Shareholder shall be entitled to receiveshall, with respect to each full and fractional share class, be equal to the aggregate net asset value of the Acquired Fund held Portfolio shares of that same class owned by such shareholder, a full and fractional Acquiring Fund Share of the corresponding share class, as set forth in Appendix A. All issued and outstanding shares of the Acquired Fund will be canceled shareholders on the books of the Acquired Fund simultaneously with the distribution of Acquiring Fund Shares to the Acquired Fund Shareholders. 1.7 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent. Shares of the Acquiring Fund will be issued in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional information. 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 Fund is and shall remain the responsibility of the Acquired 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.Closing

TRANSFER OF ASSETS OF THE. ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES AND SHARES, THE ACQUIRING FUND’S ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND. 1.1 1.1. Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein: (a) The , the Acquired Fund shall assign, agrees to transfer and convey to the Acquiring Fund all of the Assets or substantially all of the Acquired Fund (Fund's assets as defined set forth in paragraph section 1.2). (b) The , and the Acquiring Fund agrees in exchange therefor— therefor (i) to issue and deliver to the Acquired Fund the that number of full and fractional Acquiring Fund Shares determined by dividing the value of each class the Acquired Fund's assets, computed in the manner and as of the time and date set forth in Appendix A equal to section 2.1, by the number of outstanding full and fractional shares of the corresponding class of the Acquired Fund set forth on Appendix A, which Acquiring Fund Shares shall have an aggregate net asset value equal to the aggregate net asset value of one Acquiring Fund Share, computed in the Acquired Fund Shares manner and as of the Valuation Date (as defined time and date set forth in paragraph 1.10). In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Acquired Fund’s account on the books of the Acquiring Fund section 2.2; and shall deliver a confirmation thereof to the Acquired Fund, and (ii) to assume all of the Liabilities (as defined in paragraph 1.3) liabilities of the Acquired Fund. (c) , as set forth in section 1.3. Such transactions shall take place at the closing provided for in paragraph 2.1 section 3.1 (the “"Closing”"). (a) 1.2. The assets of the Acquired Fund to be acquired by the Acquiring Fund (the “collectively "Assets”") shall consist of all propertyassets, including including, without limitation, all cash, cash equivalents, securities, commodities and futures interests, dividend interests and dividends or interest receivables, claims and rights of action or other receivables that are owned by the Acquired Fund, Fund and any deferred or prepaid expenses shown as assets on the books unaudited statement of assets and liabilities of the Acquired Fund, on the Closing Date. The Assets shall be invested at all times through the Closing in a manner that ensures compliance with paragraph 3.1(j). (b) The Acquired Fund has provided the Acquiring Fund with a list of all of its property prepared as of the date effective time of execution of this Agreementthe closing (the "Effective Time Statement"), prepared in accordance with generally 1.3. The Acquired Fund reserves the right to sell any of such property in the ordinary course of its business. 1.3 The Acquired Fund may will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. At the Closing, the Acquiring Fund shall assume all liabilities, debts, obligations, expenses, costs, charges and reserves of the Acquired Fund Date as of the Closing Date (collectively, the “Liabilities”)defined in section 3.1. 1.4 The Assets shall be delivered on the Closing Date 1.4. On or as soon as practicable prior 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 defined in the Assets transferred to the Acquiring Fund on the Closing Date and shall not be separately valued. 1.6 On or as soon after the Closing Date as is possiblesection 3.1, the Acquired Fund will liquidate declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all of 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. 1.5. Immediately after the transfer of assets provided for in section 1.1 (the "Liquidation Time"), the Acquired Fund will distribute pro rata in accordance with this paragraph to the Acquired Fund’s 's shareholders of record—some of which hold Acquired Fund Shares in omnibus accounts (the “Nominee Shareholders”)—determined , determined as of the Closing Date Valuation Time (the “"Acquired Fund Shareholders”"), on a pro rata basis, the Acquiring Fund Shares of the corresponding class received by the Acquired Fund pursuant to paragraph 1.1section 1.1 and will completely liquidate. Such distribution and liquidation and distribution will be accomplished by transferring the transfer of the Acquiring Fund Shares of each class then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open individual and omnibus accounts on such books for the benefit of (a) the Acquired Fund Shareholders other than Nominee Shareholders and (b) the indirect holders of Acquired Fund Shares through Nominee Shareholders share records of the corresponding class (collectively, the “Beneficial Shareholders”) and representing the respective pro rata number of full and fractional Acquiring Fund Shares of such class to which each such Beneficial Shareholder is entitled. For these purposes, an Acquired Fund Shareholder shall be entitled to receive, with respect to each full and fractional share in the names of the Acquired Fund held Shareholders. The aggregate net asset value of Acquiring Fund Shares to be so credited to Acquired Fund Shareholders shall be equal to the aggregate net asset value of the Acquired Fund shares owned by such shareholder, a full and fractional Acquiring Fund Share shareholders as of the corresponding share class, as set forth in Appendix A. Valuation Time. All issued and outstanding shares of the Acquired Fund will simultaneously be canceled cancelled on the books of the Acquired Fund, although share certificates representing interests in shares of the Acquired Fund simultaneously with the distribution will represent a number of Acquiring Fund Shares to after the Acquired Fund Shareholders. 1.7 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agentClosing Date as determined in accordance with section 2.3. Shares of the The Acquiring Fund will be issued in the manner described in the Acquiring Fund’s current prospectus(es) and statement of additional information. 1.8 Any transfer taxes payable upon issuance of the not issue certificates representing 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 connection with such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be issued and transferredexchange. 1.9 Any reporting responsibility of the Acquired Fund is and shall remain the responsibility of the Acquired 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.