Common use of CLOSING AND CLOSING DATE Clause in Contracts

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the Closing Date shall be April 27, 2007, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27December 10, 20072004, or such other later date as the parties may agreeagree to in writing. All acts taking place at necessary to consummation the closing of Reorganization (the transactions provided for in this Agreement ("Closing") shall be deemed to take place simultaneously as of the close of business 5:00 p.m. (Eastern time) on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsprovided. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other time and/or place e as the parties may agree. 3.2 The Acquired Entity shall direct Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") to transfer ownership of the Assets from the accounts of as record holder for the Acquired Fund that shall be presented by the Custodian maintains as custodian Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the accounts Acquiring Fund Custodian for the account of the Acquiring Fund that on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian maintains as custodian for in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and to deliver by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Entity, at Fund Custodian the Closing, cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that that: (ia) the Acquired Assets of the Acquired Fund have been so transferred as of delivered in proper form to the Acquiring Fund on the Closing Date, and (iib) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid paid, or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., made in its capacity conjunction with the delivery of portfolio securities as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary part of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably requestAssets. 3.4 In the event that If on the Valuation Closing Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be is closed to trading or trading thereupon thereon shall be restricted, restricted or (b) trading or the reporting of trading on such Exchange exchange or elsewhere shall be is disrupted so that accurate appraisal of the value NAV of the net assets of Acquiring Fund Shares or the Acquired Fund or the Acquiring Fund pursuant to Paragraph 2.1 is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27September 24, 2007, 2007 or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement transaction (the “Closing”) shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsTime. The Closing shall be held at the offices of Phoenix Life Insurance Company, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ & , ▇▇▇▇▇▇▇▇, ▇▇ LLP ▇▇▇▇▇-▇▇▇▇ or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity Selling Trust shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains Company, as custodian for the Acquired Fund (the “Custodian”), to deliver, on the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at next business day after the Closing, a certificate of an authorized officer stating that (i) the Assets of shall have been delivered in proper form to the Acquiring Fund on the next business day following the Closing Date. The Acquired Fund shall have delivered to the Acquiring Fund a certificate executed in the Acquired Fund have been so transferred Fund’s name by its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquiring Fund, and dated as of the Closing Date, and (ii) to the effect that all necessary taxes in connection with the delivery of the Assets of the Acquired FundAssets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund’s Custodian to the custodian for the Acquiring Fund for examination no later than on the next business day following the Closing Date, and shall be transferred and delivered by the Acquired Fund on the next business day following the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of such depositories and the Custodian, the Acquired Fund’s portfolio securities and instruments deposited with a “securities depository”, as defined in Rule 17f-4 under the 1940 Act. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. 3.3 The Acquired Entity Selling Trust shall direct PFPC Inc.PEPCO (the “Transfer Agent”), in its capacity as transfer agent for on behalf of the Acquired Fund (Transfer Agent)Fund, to deliver to on the Acquiring Entity at next business day following the Closing Closing, a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders, and the number and percentage ownership of each outstanding class of Acquired Fund Shares shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Acquired Fund, or provide evidence satisfactory to the Acquired Fund a confirmation evidencing that (a) the appropriate number of such Acquiring Fund Shares have been credited to the Acquired Funds Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Fund. At the Closing, Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27October 11, 20072013, or such other earlier or later date as the parties may agree. All acts taking place at necessary to consummate the closing of Reorganization (the transactions provided for in this Agreement (“Closing”) shall be deemed to take place simultaneously as of the close of business 5:00 p.m. (Eastern time) on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of ▇B▇▇▇▇▇▇ ▇▇▇▇ & ▇M▇▇▇▇▇▇▇▇ LLP LLP, One Federal Street, Boston, Massachusetts, or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company Portfolio securities that are held other than in book-entry form in the name of JPMorgan Chase Bank, N.A. (the “Current Fund Custodian”) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian record holder for the Acquired Current Fund shall be presented by the Current Fund to JPMorgan Chase Bank, N.A. (the “Successor Fund Custodian”) for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Current Fund to the accounts Successor Fund Custodian for the account of the Acquiring Successor Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Current Fund Custodian in book-entry form on behalf of the Current Fund shall be delivered by the Current Fund Custodian through the Depository Trust Company to the Successor Fund Custodian and by the Successor Fund Custodian recording the beneficial ownership thereof by the Successor Fund on the Successor Fund Custodian’s records. Any cash balances maintained by the Current Fund Custodian shall be delivered by the Current Fund Custodian transmitting immediately available funds by wire transfer to the Successor Fund Custodian and the Successor Fund Custodian crediting such funds to the account of the Successor Fund. 3.3 The Successor Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that the Custodian maintains as custodian for the Acquiring Fund and to deliver Acquired Assets have been delivered in proper form to the Acquiring EntitySuccessor Fund on the Closing Date. The Current Trust, at on behalf of the Current Fund, shall deliver within one business day after the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of the Closing Date, and (ii) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid paid, or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at 3.4 If on the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be is closed to trading or trading thereupon thereon shall be restricted, restricted or (b) trading or the reporting of trading on such Exchange exchange or elsewhere shall be is disrupted so that accurate appraisal of the value NAV of the net assets of the Acquired Successor Fund Shares or the Acquiring Current Fund pursuant to Paragraph 2.1 is impracticable (in the judgment of the Acquiring Entity Successor Trust Board with respect to the Acquiring Successor Fund and the Acquired Entity Current Trust Board with respect to the Acquired Current Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restoredrestored or such later date as may be mutually agreed in writing by an authorized officer of each party. 3.5 The Current Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Current Fund Shareholders and the number and percentage ownership of outstanding Current Fund Shares owned by each Current Fund Shareholder as of the Valuation Time, certified by the President or Secretary of the Current Trust and its Treasurer, Secretary or other authorized officer (the “Shareholder List”) as being an accurate record of the information (a) provided by the Current Fund Shareholders, (b) provided by the Current Fund’s transfer agent, or (c) derived from the Current Trust’s records by such officers or one of the Current Trust’s service providers. The Successor Fund shall issue and deliver to the Current Fund a confirmation evidencing the Successor Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Current Fund that such Successor Fund Shares have been credited to the Current Fund’s account on the books of the Successor Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27on January 22, 20072001, or on such other date as the parties may agree. All acts taking place at the closing of the transactions provided for agree in this Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendswriting. The Closing shall be held at 9:00 a.m. at the offices of Colonial Management Associates, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ LLP ▇▇▇▇▇, or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts portfolio securities of the Acquired Fund that the Custodian maintains as custodian for shall be made available by the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains The Chase Manhattan Bank, as custodian for the Acquiring Fund and to deliver to (the Acquiring Entity"Custodian"), at for examination no later than five business days preceding the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of Valuation Date. On the Closing Date, such portfolio securities and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund's cash shall be delivered by the Acquired Fund to the Custodian for the account of the Acquiring Fund, including such portfolio securities to be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department's book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4 or Rule 17f-5, as the case may be, under the Investment Company Act of 1940 (the "1940 Act") and accompanied by all applicable necessary federal and state stock transfer stampsstamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency or certified or official bank checks, if anypayable to the order of "The Chase Manhattan Bank, have been paid or provision custodian for payment has been madeAcquiring Fund." 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon thereon shall be restricted, or (b) trading or the reporting of trading on such said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored within three business days of the Valuation Date, this Agreement may be terminated by either of the Trust or the Acquiring Trust upon the giving of written notice to the other party. 3.4 At the Closing, the Acquired Fund or its transfer agent shall deliver to the Acquiring Fund or its designated agent a list of the names and addresses of the Acquired Fund Shareholders and the number of outstanding shares of beneficial interest of the Acquired Fund owned by each Acquired Fund Shareholder, all as of the close of business on the Valuation Date, certified by the Secretary or Assistant Secretary of the Trust. The Acquiring Trust will provide to the Acquired Fund evidence satisfactory to the Acquired Fund that the Acquiring Shares issuable pursuant to paragraph 1.1 have been credited to the Acquired Fund's account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Trust will provide to the Acquired Fund evidence satisfactory to the Acquired Fund that such Acquiring Shares have been credited pro rata to open accounts in the names of the Acquired Fund shareholders as provided in paragraph 1.3. 3.5 At the Closing each party shall deliver to the other such bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by paragraph 1.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27June 26, 2007, 2007 or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement transaction (the “Closing”) shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsTime. The Closing shall be held at the offices of Phoenix Life Insurance Company, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ & , ▇▇▇▇▇▇▇▇, ▇▇ LLP ▇▇▇▇▇-▇▇▇▇ or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity Selling Trust shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains Company, as custodian for the Acquired Fund (the “Custodian”), to deliver, on the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at next business day after the Closing, a certificate of an authorized officer stating that (i) the Assets of shall have been delivered in proper form to the Acquiring Fund on the next business day following the Closing Date. The Acquired Fund shall have delivered to the Acquiring Fund a certificate executed in the Acquired Fund have been so transferred Fund’s name by its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquiring Fund, and dated as of the Closing Date, and (ii) to the effect that all necessary taxes in connection with the delivery of the Assets of the Acquired FundAssets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund’s Custodian to the custodian for the Acquiring Fund for examination no later than on the next business day following the Closing Date, and shall be transferred and delivered by the Acquired Fund on the next business day following the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of such depositories and the Custodian, the Acquired Fund’s portfolio securities and instruments deposited with a “securities depository”, as defined in Rule 17f-4 under the 1940 Act. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. 3.3 The Acquired Entity Selling Trust shall direct PFPC Inc.PEPCO (the “Transfer Agent”), in its capacity as transfer agent for on behalf of the Acquired Fund (Transfer Agent)Fund, to deliver to on the Acquiring Entity at next business day following the Closing Closing, a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders, and the number and percentage ownership of each outstanding class of Acquired Fund Shares shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Acquired Fund, or provide evidence satisfactory to the Acquired Fund a confirmation evidencing that (a) the appropriate number of such Acquiring Fund Shares have been credited to the Acquired Funds Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Fund. At the Closing, Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27December 10, 20072004, or such other later date as the parties may agreeagree to in writing. All acts taking place at necessary to consummation the closing of Reorganization (the transactions provided for in this Agreement ("Closing") shall be deemed to take place simultaneously as of the close of business 5:00 p.m. (Eastern time) on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsprovided. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other time and/or place e as the parties may agree. 3.2 The Acquired Entity shall direct Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") to transfer ownership of the Assets from the accounts of as record holder for the Acquired Fund that shall be presented by the Custodian maintains as custodian Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the accounts Acquiring Fund Custodian for the account of the Acquiring Fund that on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian maintains as custodian for in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and to deliver by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Entity, at Fund Custodian the Closing, cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that that: (ia) the Acquired Assets of the Acquired Fund have been so transferred as of delivered in proper form to the Acquiring Fund on the Closing Date, and (iib) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid paid, or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., made in its capacity conjunction with the delivery of portfolio securities as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary part of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably requestAssets. 3.4 In the event that If on the Valuation Closing Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be is closed to trading or trading thereupon thereon shall be restricted, restricted or (b) trading or the reporting of trading on such Exchange exchange or elsewhere shall be is disrupted so that accurate appraisal of the value of the net assets NAV of the Acquired Fund or the Acquiring Fund pursuant to Paragraph 2.1 is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the 3.1. The Closing Date shall be April 27, 2007, or on such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP the Acquiring Fund (or such other place as the parties may agree), at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company (3.2. On the Custodian) to transfer ownership of Closing Date, the Assets from the accounts portfolio securities of the Acquired Fund that and all the Custodian maintains as custodian for Acquired Fund’s cash shall be delivered by the Acquired Fund to the accounts The Bank of the Acquiring Fund that the Custodian maintains New York Mellon, as custodian for the Acquiring Fund (the “Custodian”) for the account of the Acquiring Fund, such portfolio securities to be duly endorsed in proper form for transfer in such manner and condition as to deliver constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the Acquiring Entity, at the Closing, a certificate of an authorized officer stating that (i) the Assets account of the Acquired Fund have been so transferred Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the Closing Date“1940 Act”), and (ii) accompanied by all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid stamps or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent a check for the Acquired Fund (Transfer Agent), to deliver appropriate purchase price thereof. The cash delivered shall be transferred to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior at the Custodian in a manner acceptable to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably requestFund. 3.4 3.3. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon thereon shall be restricted, or (b) trading or the reporting of trading on such the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.4. On the Closing Date, the Acquired Fund or its transfer agent shall deliver to the Acquiring Fund or its designated agent a list of the names and addresses of the Acquired Fund shareholders and the number of outstanding shares of the Acquired Fund owned by each Acquired Fund shareholder, all as of the close of business on the Valuation Date. The Acquiring Fund Shares issuable pursuant to Section 1.1 shall have been credited to the Acquired Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Acquired Fund evidence reasonably satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited within each class of shares to open accounts in the names of Acquired Fund shareholders as provided in Section 1.3. 3.5. At the Closing, each party shall deliver to the other such bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by Section 1.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein2.1 The Closing shall occur as of 9:00 a.m. on February 1, the Closing Date shall be April 27, 2007, 2011 or such other date as to which the parties may agreemutually agree (the “Closing Date”). All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsprovided. The Closing shall be held at the offices of the Funds at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP , or at such other time and/or place as the parties may mutually agree. 3.2 2.2 The Acquired Entity Fund shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring EntityFund at the Closing a statement of assets and liabilities, at including a schedule of the Assets setting forth for all portfolio securities thereon their adjusted tax basis and holding period by lot, as of the Closing, certified by the Predecessor Company’s Treasurer or Assistant Treasurer. The Custodian shall deliver at the Closing a certificate of an authorized officer stating that the Assets have been delivered in proper form to the Custodian, on behalf of the Acquiring Fund, prior to or on the Closing Date. 2.3 If on the Valuation Date (ia) the Assets NYSE or another primary trading market for portfolio securities of the Acquired Fund have been is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted so transferred as that accurate appraisal of the Closing Date, and (ii) all necessary taxes in connection with the delivery value of the Assets net assets of the Acquired FundFund or determination of the net asset value of any class of its shares is impracticable, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment the Closing Date shall be postponed until the first business day after the day when trading has been madefully resumed and reporting has been restored. 3.3 2.4 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to shall deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited to the Acquired Fund on the Closing Date to the Secretary of the Predecessor Company or provide evidence satisfactory to the Acquired Fund a confirmation evidencing that (a) the appropriate number of such Acquiring Fund Shares have been credited to the Acquired Funds Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Fund. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the 3.1. The Closing Date shall be April 27[ ], 20072025, or such other date as the parties may agreeagree to in writing. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsTime. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP the Trust or at such other time and/or place as the parties may agree. 3.2 3.2. The Acquired Entity Trust shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains Company, as custodian for the Acquired Fund to (the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and “Custodian”), to deliver to the Acquiring Entity, at the Closing, Closing a certificate of an authorized officer stating that that: (i) the Assets of the Acquired Fund have been so transferred as of delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date, ; and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired FundAssets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the Assets of the Acquiring Fund for examination no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Trust, on behalf of the Acquired Fund, shall direct the Custodian to deliver as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940 (the “1940 Act”)) in which the Assets are deposited, the Acquired Fund’s portfolio securities and instruments deposited with such depositories. The cash to be transferred by an Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. 3.3 3.3. The Acquired Entity Trust shall direct PFPC Inc.The Lincoln National Life Insurance Company, in its capacity as transfer agent for the Acquired Fund (the “Transfer Agent”), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that that: (i) its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders, and (ii) the number and percentage ownership of each outstanding class shares (of Acquired Fund Shares the classes listed in Exhibit A) owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Acquired Fund a confirmation evidencing Fund, or provide evidence satisfactory to the Trust that (a) the appropriate number of such Acquiring Fund Shares have been credited to the Acquired Funds Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Fund. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 3.4. In the event that on the Valuation Date Date: (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the an Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Board of the Trust, accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27February 20, 2007, 2004 or such other later date as the parties may agreeagree to in writing. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of the close of business 5:00 p.m. (Eastern time) on the Closing Date unless otherwise agreed to by provided (the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends"Closing"). The Closing shall be held at the offices of Hale and Dorr LLP, 60 S▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other time and/or place e as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company (Portfolio securities that are not held in book-entry form in the Custodian) to transfer ownership of the Assets from the accounts name of the Acquired Fund that Custodian as record holder for the Custodian maintains as custodian Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Portfolio securities which are not held in book-entry form shall be delivered by the Acquired Fund to the accounts Acquiring Fund Custodian for the account of the Acquiring Fund that on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian maintains as custodian for in book-entry form on behalf of the Acquired Fund shall be delivered to the Acquiring Fund and to by the Acquired Fund Custodian by recording the transfer of beneficial ownership thereof on the Acquired Fund Custodian's records. 3.3 The Acquiring Fund Custodian shall deliver to within one business day after the Acquiring Entity, at the Closing, Closing a certificate of an authorized officer stating that that: (ia) the Acquired Assets of the Acquired Fund have been so transferred as of delivered in proper form to the Acquiring Fund on the Closing Date, and (iib) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid paid, or provision for payment has shall have been made. 3.3 The made in conjunction with the delivery of portfolio securities as part of the Acquired Entity Assets. Any cash delivered shall direct PFPC Inc., be in its capacity as transfer agent for the form of currency or by the Acquired Fund (Transfer Agent), to deliver to Custodian crediting the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds Fund's account on the books of maintained with the Acquiring Fund Custodian with immediately available funds by wire transfer pursuant to paragraph 1.1 instruction delivered prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Closing Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be is closed to trading or trading thereupon thereon shall be restricted, or (b) trading or the reporting of trading on such Exchange exchange or elsewhere shall be is disrupted so that accurate appraisal of the value NAV of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and Shares or the Acquired Entity Board with respect Assets pursuant to the Acquired Fund)Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Stockholders and the number and percentage ownership of outstanding shares of beneficial interest of the Acquired Fund owned by each such Acquired Fund Stockholder as of the Valuation Time, certified by the President or a Secretary of the Acquired Fund and its Treasurer, Secretary or other authorized officer (the "Stockholder List") as being an accurate record of the information (a) provided by the Acquired Fund Stockholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Acquired Fund's records by such officers or one of the Acquired Fund's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27November 4, 20072005, or such other later date as the parties may agreeagree to in writing. All acts taking place at necessary to consummation the closing of Reorganization (the transactions provided for in this Agreement ("Closing") shall be deemed to take place simultaneously as of the close of business 5:00 p.m. (Eastern time) on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsprovided. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Portfolio securities that are held other than in book-entry form in the name of AmSouth Bank and Trust Company (the "Acquired Portfolio Custodian") as record holder for the Acquired Portfolio shall be presented by the Acquired Portfolio to transfer ownership ▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co. (the "Acquiring Portfolio Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Portfolio to the Acquiring Portfolio Custodian for the account of the Assets from Acquiring Portfolio on the accounts Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Portfolio Custodian in book-entry form on behalf of the Acquired Fund that the Custodian maintains as custodian for Portfolio shall be delivered by the Acquired Fund Portfolio Custodian through the Depository Trust Company to the accounts Acquiring Portfolio Custodian and by the Acquiring Portfolio Custodian recording the beneficial ownership thereof by the Acquiring Portfolio on the Acquiring Portfolio Custodian's records. Any cash shall be delivered by the Acquired Portfolio Custodian transmitting immediately available funds by wire transfer to the Acquiring Portfolio Custodian the cash balances maintained by the Acquired Portfolio Custodian and the Acquiring Portfolio Custodian crediting such amount to the account of the Acquiring Fund that Portfolio. 3.3 The Acquiring Portfolio Custodian shall deliver within one business day after the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at the Closing, Closing a certificate of an authorized officer stating that that: (ia) the Acquired Assets of the Acquired Fund have been so transferred as of delivered in proper form to the Acquiring Portfolio on the Closing Date, and (iib) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid paid, or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., made in its capacity conjunction with the delivery of portfolio securities as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary part of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably requestAssets. 3.4 In the event that If on the Valuation Closing Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be is closed to trading or trading thereupon thereon shall be restricted, restricted or (b) trading or the reporting of trading on such Exchange exchange or elsewhere shall be is disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment NAV of the Acquiring Entity Board with respect to the Acquiring Fund and Portfolio Shares or the Acquired Entity Board with respect Portfolio Shares pursuant to the Acquired Fund)Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Portfolio shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Portfolio Shareholders and the number and percentage ownership of outstanding Acquired Portfolio Shares owned by each Acquired Portfolio Shareholder as of the Valuation Time, certified by an authorized officer of AmSouth Trust (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Portfolio Shareholders, (b) provided by the Acquired Portfolio Custodian, or (c) derived from the AmSouth Trust's records by such officers or one of the AmSouth Trust's service providers. The Acquiring Portfolio shall issue and deliver to the Acquired Portfolio a confirmation evidencing the Acquiring Portfolio Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Portfolio that such Acquiring Portfolio Shares have been credited to the Acquired Portfolio's account on the books of the Acquiring Portfolio. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27November 10, 20072006, or such other later date as the parties may agreeagree to in writing. All acts taking place at necessary to consummate the closing of Reorganization (the transactions provided for in this Agreement ("Closing") shall be deemed to take place simultaneously as of the close of business 5:00 p.m. (Eastern time) on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsprovided. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other time and/or place e as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company Portfolio securities that are held other than in book-entry form in the name of Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇ ▇und Custodian") to transfer ownership of the Assets from the accounts of as record holder for the Acquired Fund that shall be presented by the Custodian maintains as custodian Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the accounts Acquiring Fund Custodian for the account of the Acquiring Fund that on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian maintains as custodian for in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and to deliver by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Entity, at Fund Custodian the Closing, cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that that: (ia) the Acquired Assets of the Acquired Fund have been so transferred as of delivered in proper form to the Acquiring Fund on the Closing Date, and (iib) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid paid, or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., made in its capacity conjunction with the delivery of portfolio securities as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary part of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably requestAssets. 3.4 In the event that If on the Valuation Closing Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be is closed to trading or trading thereupon thereon shall be restricted, restricted or (b) trading or the reporting of trading on such Exchange exchange or elsewhere shall be is disrupted so that accurate appraisal of the value NAV of the net assets of Acquiring Fund Shares or the Acquired Fund or the Acquiring Fund pursuant to Paragraph 2.1 is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Acquired Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Acquired Trust's records by such officers or one of the Acquired Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27December 10, 20072004, or such other later date as the parties may agreeagree to in writing. All acts taking place at necessary to consummation the closing of Reorganization (the transactions provided for in this Agreement ("Closing") shall be deemed to take place simultaneously as of the close of business 5:00 p.m. (Eastern time) on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsprovided. The Closing shall be held at the offices of Wilmer Cutler Pickerin▇ ▇▇▇▇ ▇▇▇ ▇▇r▇ ▇▇▇, ▇▇ ▇▇▇▇e Str▇▇▇, Bosto▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ce as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Portfolio Custodian") as record holder for the Acquired Portfolio shall be presented by the Acquired Portfolio to Brown Brothers Harrima▇ & ▇o. (the "A▇▇▇▇▇▇▇▇ LLP or at such other time and/or place as Portfolio Custodian") for examination no later than three business days preceding the parties may agree. 3.2 The Closing Date. Such portfolio securities shall be delivered by the Acquired Entity shall direct State Street Bank and Trust Company (Portfolio to the Custodian) to transfer ownership Acquiring Portfolio Custodian for the account of the Assets from Acquiring Portfolio on the accounts Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Portfolio Custodian in book-entry form on behalf of the Acquired Fund that the Custodian maintains as custodian for Portfolio shall be delivered by the Acquired Fund Portfolio Custodian through the Depository Trust Company to the accounts Acquiring Portfolio Custodian and by the Acquiring Portfolio Custodian recording the beneficial ownership thereof by the Acquiring Portfolio on the Acquiring Portfolio Custodian's records. Any cash shall be delivered by the Acquired Portfolio Custodian transmitting immediately available funds by wire transfer to the Acquiring Portfolio Custodian the cash balances maintained by the Acquired Portfolio Custodian and the Acquiring Portfolio Custodian crediting such amount to the account of the Acquiring Fund that Portfolio. 3.3 The Acquiring Portfolio Custodian shall deliver within one business day after the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at the Closing, Closing a certificate of an authorized officer stating that that: (ia) the Acquired Assets of the Acquired Fund have been so transferred as of delivered in proper form to the Acquiring Portfolio on the Closing Date, and (iib) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid paid, or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., made in its capacity conjunction with the delivery of portfolio securities as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary part of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably requestAssets. 3.4 In the event that If on the Valuation Closing Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be is closed to trading or trading thereupon thereon shall be restricted, restricted or (b) trading or the reporting of trading on such Exchange exchange or elsewhere shall be is disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment NAV of the Acquiring Entity Board with respect to the Acquiring Fund and Portfolio Shares or the Acquired Entity Board with respect Portfolio pursuant to the Acquired Fund)Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Portfolio shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Portfolio Shareholders and the number and percentage ownership of outstanding Acquired Portfolio Shares owned by each Acquired Portfolio Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Portfolio Shareholders, (b) provided by the Acquired Portfolio Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Portfolio shall issue and deliver to the Acquired Portfolio a confirmation evidencing the Acquiring Portfolio Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Portfolio that such Acquiring Portfolio Shares have been credited to the Acquired Portfolio's account on the books of the Acquiring Portfolio. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27December 10, 20072004, or such other later date as the parties may agreeagree to in writing. All acts taking place at necessary to consummation the closing of Reorganization (the transactions provided for in this Agreement ("Closing") shall be deemed to take place simultaneously as of the close of business 5:00 p.m. (Eastern time) on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsprovided. The Closing shall be held at the offices of Wilmer Cutler Pickerin▇ ▇▇▇▇ ▇▇▇ ▇▇r▇ ▇▇▇, ▇▇ ▇▇▇▇e Str▇▇▇, Bosto▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ce as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Portfolio Custodian") as record holder for the Acquired Portfolio shall be presented by the Acquired Portfolio to Brown Brothers Harrima▇ & ▇o. (the "A▇▇▇▇▇▇▇▇ LLP or at such other time and/or place as Portfolio Custodian") for examination no later than three business days preceding the parties may agree. 3.2 The Closing Date. Such portfolio securities shall be delivered by the Acquired Entity shall direct State Street Bank and Trust Company (Portfolio to the Custodian) to transfer ownership Acquiring Portfolio Custodian for the account of the Assets from Acquiring Portfolio on the accounts Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Portfolio Custodian in book-entry form on behalf of the Acquired Fund that the Custodian maintains as custodian for Portfolio shall be delivered by the Acquired Fund Portfolio Custodian through the Depository Trust Company to the accounts Acquiring Portfolio Custodian and by the Acquiring Portfolio Custodian recording the beneficial ownership thereof by the Acquiring Portfolio on the Acquiring Portfolio Custodian's records. Any cash shall be delivered by the Acquired Portfolio Custodian transmitting immediately available funds by wire transfer to the Acquiring Portfolio Custodian the cash balances maintained by the Acquired Portfolio Custodian and the Acquiring Portfolio Custodian crediting such amount to the account of the Acquiring Fund that Portfolio. 3.3 The Acquiring Portfolio Custodian shall deliver within one business day after the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at the Closing, Closing a certificate of an authorized officer stating that that: (ia) the Acquired Assets of the Acquired Fund have been so transferred as of delivered in proper form to the Acquiring Portfolio on the Closing Date, and (iib) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid paid, or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., made in its capacity conjunction with the delivery of portfolio securities as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary part of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably requestAssets. 3.4 In the event that If on the Valuation Closing Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be is closed to trading or trading thereupon thereon shall be restricted, or (b) trading or the reporting of trading on such Exchange exchange or elsewhere shall be is disrupted so that accurate appraisal of the value of the net assets NAV of the Acquired Fund or the Acquiring Fund Portfolio Shares pursuant to Paragraph 2.1 is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Portfolio shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Portfolio Shareholders and the number and percentage ownership of outstanding Acquired Portfolio Shares owned by each Acquired Portfolio Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Portfolio Shareholders, (b) provided by the Acquired Portfolio Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Portfolio shall issue and deliver to the Acquired Portfolio a confirmation evidencing the Acquiring Portfolio Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Portfolio that such Acquiring Portfolio Shares have been credited to the Acquired Portfolio's account on the books of the Acquiring Portfolio. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27September 23, 20072005, or such other later date as the parties may agreeagree to in writing. All acts taking place at necessary to consummate the closing of Reorganization (the transactions provided for in this Agreement ("Closing") shall be deemed to take place simultaneously as of the close of business 5:00 p.m. (Eastern time) on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsprovided. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other time and/or place e as the parties may agree. 3.2 The Acquired Entity shall direct State Street Portfolio securities that are held other than in book-entry form in the name of AmSouth Bank and Trust Company (the "Acquired Fund Custodian") to transfer ownership of the Assets from the accounts of as record holder for the Acquired Fund that shall be presented by the Custodian maintains as custodian Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the accounts Acquiring Fund Custodian for the account of the Acquiring Fund that on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian maintains as custodian for in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and to deliver by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Entity, at Fund Custodian the Closing, cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that that: (ia) the Acquired Assets of the Acquired Fund have been so transferred as of delivered in proper form to the Acquiring Fund on the Closing Date, and (iib) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid paid, or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., made in its capacity conjunction with the delivery of portfolio securities as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary part of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably requestAssets. 3.4 In the event that If on the Valuation Closing Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be is closed to trading or trading thereupon thereon shall be restricted, restricted or (b) trading or the reporting of trading on such Exchange exchange or elsewhere shall be is disrupted so that accurate appraisal of the value of the net assets NAV of the Acquired Fund or the Acquiring Fund pursuant to Paragraph 2.1 is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the AmSouth Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the AmSouth Trust's records by such officers or one of the AmSouth Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the Closing Date shall be April 2713, 2007, 2007 or such other date as the parties may agree. All acts taking place at the closing of the transactions Reorganization as provided for in this Agreement (the “Closing”) shall be deemed to take place simultaneously as of the “close of business business” on the Closing Date unless otherwise agreed to by the parties. The close of business on the a Closing Date shall be as of 4:00 4:02 p.m., Eastern Time or such later time on that date as the Acquired Funds Predecessor Entity’s net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsSection 2. The Each Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ LLP ▇▇▇▇▇, or at such other time and/or place as the parties may agree. 3.2 The Acquired Predecessor Entity shall direct State Street Bank and Trust Company (the “Custodian”) to transfer ownership of the Assets from the accounts of the Acquired Predecessor Entity that the Custodian maintains as custodian for the Predecessor Entity to the accounts of the Successor Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Successor Fund and to deliver to the Acquiring Successor Entity, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund Predecessor Entity have been so transferred as of the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired FundPredecessor Entity, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3 The Acquired Predecessor Entity shall direct PFPC Inc.State Street Bank and Trust Company, in its capacity as transfer accounting service agent for the Acquired Fund Predecessor Entity (Transfer “Service Agent”), to deliver to the Acquiring Successor Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder Predecessor Entity Interest Holder and the number and percentage ownership of each outstanding class of Acquired Fund Shares Predecessor Entity Interest owned by each such shareholder Predecessor Entity Interest Holder immediately prior to the Closing. The Acquiring Successor Fund shall deliver to the Secretary of the Acquired Fund Predecessor Entity a confirmation evidencing that (a) the appropriate number of Acquiring Successor Fund Shares have Interest has been credited to the Acquired Funds Predecessor Entity’s account on the books of the Acquiring Successor Fund pursuant to paragraph paragraphs 1.1 and 1.4 prior to the actions contemplated by paragraph 1.5 1.4 and (b) the appropriate number portion of Acquiring the Successor Fund Shares have Interest has been credited to the accounts of the Acquired Fund Shareholders each Predecessor Entity Interest Holder on the books of the Acquiring Successor Fund pursuant to paragraph 1.51.4. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund Predecessor Entity (each, an “Exchange”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund Predecessor Entity is impracticable (in the judgment of the Acquiring Predecessor Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired FundBoard), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein2.1 The Closing shall occur as of 9:00 a.m. on April 29, the Closing Date shall be April 27, 2007, 2011 or such other date as to which the parties may agreemutually agree (the “Closing Date”). All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsprovided. The Closing shall be held at the offices of the Funds at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP , or at such other time and/or place as the parties may mutually agree. 3.2 2.2 The Acquired Entity Fund shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring EntityFund at the Closing a statement of assets and liabilities, at including a schedule of the Assets setting forth for all portfolio securities thereon their adjusted tax basis and holding period by lot, as of the Closing, certified by the Predecessor Company’s Treasurer or Assistant Treasurer. The Custodian shall deliver at the Closing a certificate of an authorized officer stating that the Assets have been delivered in proper form to the Custodian, on behalf of the Acquiring Fund, prior to or on the Closing Date. 2.3 If on the Valuation Date (ia) the Assets NYSE or another primary trading market for portfolio securities of the Acquired Fund have been is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted so transferred as that accurate appraisal of the Closing Date, and (ii) all necessary taxes in connection with the delivery value of the Assets net assets of the Acquired FundFund or determination of the net asset value of any class of its shares is impracticable, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment the Closing Date shall be postponed until the first business day after the day when trading has been madefully resumed and reporting has been restored. 3.3 2.4 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to shall deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited to the Acquired Fund on the Closing Date to the Secretary of the Predecessor Company or provide evidence satisfactory to the Acquired Fund a confirmation evidencing that (a) the appropriate number of such Acquiring Fund Shares have been credited to the Acquired Funds Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Fund. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the Closing Date shall be April 27March 2, 2007, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request1. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the 3.1. The Closing Date shall be April 27_____ ___, 20072001, or such other date as the parties may agreeagree to in writing. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendstime. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP the Acquiring Fund or at such other time and/or place as the parties may agree. 3.2 3.2. The Acquired Entity Fund shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains Street, as custodian for the Acquired Fund (the "Custodian"), to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entitydeliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund shall have been so transferred as of delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired FundAssets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3 . The Acquired Entity Fund's portfolio securities represented by a certificate or other written instrument shall direct PFPC Inc., in its capacity as transfer agent for be presented by the Acquired Fund Custodian to the custodian for the Acquiring Fund for examination no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Acquired Fund's portfolio securities and instruments deposited with a securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act"), shall direct the Custodian to deliver as of the Closing Date by book entry in accordance with the customary practices of such depositories and the custodian for Acquiring Fund. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. 3.3. The Acquired Fund shall direct DST Systems, Inc. (the "Transfer Agent"), on behalf of the Acquired Fund, to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares Class A, Class B and Class C shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Acquiring Fund, or provide evidence satisfactory to the Acquired Fund a confirmation evidencing that (a) the appropriate number of such Acquiring Fund Shares have been credited to the Acquired Funds Fund's account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Fund. At the Closing, Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Board of Trustees of the Acquired Fund or the Board of Trustees of the Acquiring Fund, accurate appraisal of the value Value of the net assets of the Acquired Acquiring Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), respectively, is impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27December 10, 20072004, or such other later date as the parties may agreeagree to in writing. All acts taking place at necessary to consummation the closing of Reorganization (the transactions provided for in this Agreement ("Closing") shall be deemed to take place simultaneously as of the close of business 5:00 p.m. (Eastern time) on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsprovided. The Closing shall be held at the offices of Wilmer Cutler Pickerin▇ ▇▇▇▇ ▇▇▇ ▇▇r▇ ▇▇▇, ▇▇ ▇▇▇▇e Str▇▇▇, Bosto▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ce as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harrima▇ & ▇o. (the "A▇▇▇▇▇▇▇▇ LLP or at such other time and/or place as Fund Custodian") for examination no later than three business days preceding the parties may agree. 3.2 The Acquired Entity Closing Date. Such portfolio securities shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for be delivered by the Acquired Fund to the accounts Acquiring Fund Custodian for the account of the Acquiring Fund that on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian maintains as custodian for in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and to deliver by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Entity, at Fund Custodian the Closing, cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that that: (ia) the Acquired Assets of the Acquired Fund have been so transferred as of delivered in proper form to the Acquiring Fund on the Closing Date, and (iib) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid paid, or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., made in its capacity conjunction with the delivery of portfolio securities as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary part of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably requestAssets. 3.4 In the event that If on the Valuation Closing Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be is closed to trading or trading thereupon thereon shall be restricted, restricted or (b) trading or the reporting of trading on such Exchange exchange or elsewhere shall be is disrupted so that accurate appraisal of the value NAV of the net assets of Acquiring Fund Shares or the Acquired Fund or the Acquiring Fund pursuant to Paragraph 2.1 is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall take place on the next business day following the Valuation Date (the "Closing Date"). The Closing Time shall be April 27at ________, 2007, Eastern Time. or at such other date time as the parties to this Agreement may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ___________________________, or at such other time and/or place as the parties to this Agreement may agree. All actions taking place on the Closing Date shall be deemed to take place simultaneously as of ________ a.m. Eastern Time on the Closing Date unless otherwise provided. 3.2 Portfolio securities that are not held in book-entry form (together with cash or other assets) shall be transferred or delivered, as appropriate, by The Acquired Entity shall direct State Street Bank and Trust Company of New York (the "Custodian") to transfer ownership of the Assets or its agents or nominees from the Acquired Orbitex Fund's accounts of with the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund Custodian, to the accounts of the Acquiring Saratoga Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of on the Closing Date, and in accordance with applicable custody provisions under the Investment Company Act of 1940, as amended (ii) all "1940 Act"), and, as appropriate, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof. Such portfolio securities shall be accompanied by any necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps or a check for the appropriate purchase price of such stamps, if any, have been paid . Portfolio securities held of record by the Custodian or provision for payment has been madeits agents or nominees in book-entry form on behalf of the Acquired Orbitex Fund shall be transferred to the Acquiring Saratoga Fund by the Custodian by recording the transfer of beneficial ownership thereof on its records and those of its agents and nominees. Any cash of the Acquired Orbitex Fund delivered on the Closing Date shall be in any form as is reasonably directed by the Acquiring Saratoga Fund and shall be delivered on the Closing Date by the Custodian crediting the Acquiring Saratoga Fund's account maintained with the Custodian with immediately available funds. 3.3 The If any of the Acquired Entity Orbitex Fund Net Assets, for any reason, are not transferred on the Closing Date, the Acquired Orbitex Fund shall direct PFPC cause the Acquired Orbitex Fund Net Assets to be transferred to the Acquiring Saratoga Fund in accordance with this Agreement at the earliest practicable date thereafter. 3.4 Orbitex Data Services, Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent)Orbitex Fund, to shall deliver to the Acquiring Entity Saratoga Fund at the Closing Time a certificate list of an authorized officer stating that its records contain the name names, addresses, federal taxpayer identification numbers, and address backup withholding and nonresident alien withholding status of each Acquired Orbitex Fund Shareholder Shareholders and the number and percentage ownership aggregate net asset value of each outstanding class shares of beneficial interest of the Acquired Orbitex Fund Shares owned by each such shareholder immediately prior to Acquired Orbitex Fund Shareholder all as of the Closingclose of regular trading on the NYSE on the Closing Date, certified by an appropriate officer of Orbitex Data Services, Inc. (the "Shareholder List"). The transfer agent for the Acquiring Fund Saratoga Fund, shall issue and deliver to the Secretary of the Acquired Orbitex Fund a confirmation evidencing the Saratoga Fund Shares to be credited to each Acquired Orbitex Fund Shareholder on the Liquidation Date, or provide evidence satisfactory to the Acquired Orbitex Fund that (a) the appropriate number of Acquiring such Saratoga Fund Shares have been credited to the each Acquired Funds Orbitex Fund Shareholder's account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Saratoga Fund. At the Closing, each party Fund shall deliver to the other party Fund such bills of sale, checks, assignments, share certificates, if anyreceipts, receipts or other documents as the other party Fund or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to The closing date (the terms and conditions set forth herein, the "Closing Date Date") shall be April 27, 2007, or such other date as the parties may agreenext business day following the Valuation Date. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of the close of business 9:00 a.m. Eastern time on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of the transfer agent, Unified Advisers, Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇, ▇▇▇▇▇▇▇▇▇ LLP or at such other time and/or place as the parties may agree▇▇▇▇, ▇▇▇▇▇▇▇. 3.2 The Acquired Entity LCF securities held by LCF and represented by a certificate or written instrument shall direct State Street Bank and Trust Company be made available by it or on its behalf to Star Bank, N.A., the custodian bank for Portfolio (the "Portfolio Custodian") for examination no later than five business days preceding the Valuation Date. Such LCF securities (together with any cash or other assets) shall be delivered by LCF to transfer ownership of the Assets from the accounts of the Acquired Fund that the Portfolio Custodian maintains as custodian for the Acquired Fund account of Portfolio on or before the Closing Date in conformity with applicable custody provisions under the 1940 Act and duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers. LCF securities and instruments deposited with a securities depository, as defined in Rule 17f-4 under the 1940 Act, shall be delivered on or before the Closing Date by book entry in accordance with customary practices of such depositories and the Portfolio Custodian. The cash delivered shall be in the form of a Federal Funds wire payable to the accounts order of the Acquiring Fund that the "Star Bank, NA, Custodian maintains as custodian for the Acquiring Fund and Fiduciary Value Fund". If on the Closing Date LCF is unable to deliver make good delivery pursuant to this Section to the Acquiring Entity, at Portfolio Custodian of any of LCF's portfolio securities because such securities have not yet been delivered to LCF's custodian by its brokers or by the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for such securities, then the Acquired Fund (Transfer Agent)delivery requirement of this Section with respect to such securities shall be waived, to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund LCF shall deliver to the Secretary Portfolio Custodian on or by said Closing Date with respect to said undelivered securities executed copies of the Acquired Fund an agreement or assignment in a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited form satisfactory to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the ClosingPortfolio Custodian, each party shall deliver to the other party together with such bills of sale, checks, assignments, share certificates, if any, receipts or other documents including brokers' confirmations, as the other party or its counsel may be reasonably requestrequested by Portfolio. 3.4 3.3 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon thereon shall be restricted, restricted or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of both Portfolio and LCF, accurate appraisal of the value of the net assets of the Acquired Fund Portfolio or the Acquiring Fund LCF is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Valuation Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed without restriction or disruption and reporting shall have been restored. 3.4 LCF shall deliver to Portfolio or its designee (a) at the Closing, a list, certified by LCF's Secretary, of the names, addresses and taxpayer identification numbers of LCF's shareholders and the number of outstanding LCF Shares owned by each such shareholder, all as of the Valuation Date, and (b) as soon as practicable after the Closing, all original documentation (including Internal Revenue Service forms, certificates, certifications and correspondence) relating to the LCF shareholders' taxpayer identification numbers and their liability for or exemption from back-up withholding. Portfolio shall issue and deliver to LCF a confirmation evidencing delivery of the Portfolio Shares to be credited on the Closing Date to the LCF shareholders. At the Closing, each party shall deliver to the other such bills of sale, assignments, assumption agreements, receipts or other documentation as such other party or its counsel may reasonably request to effect the consummation of the transactions contemplated by this Agreement.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the 3.1. The Closing Date shall be April 27May 12, 2007, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m.4:00p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsTime. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP the Acquiring Fund or at such other time and/or place as the parties may agree. 3.2 3.2. The Acquired Entity Fund shall direct State Street the Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains New York, as custodian for the Acquired Fund (the “Custodian”), to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entitydeliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund shall have been so transferred as of delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired FundAssets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3 . The Acquired Entity Fund’s portfolio securities represented by a certificate or other written instrument shall direct PFPC Inc.be presented for examination by the Custodian to the custodian for the Acquiring Fund no later than five business days preceding the Closing Date, in its capacity as transfer agent for and shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Acquired Fund’s Assets are deposited, the Acquired Fund’s portfolio securities and instruments deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. 3.3. The Acquired Fund shall direct DST Systems, Inc. (the “Transfer Agent”), on behalf of the Acquired Fund, to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares Class A, Class B, Class C, Class I and Class Q shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Acquiring Fund, or provide evidence satisfactory to the Acquired Fund a confirmation evidencing that (a) the appropriate number of such Acquiring Fund Shares have been credited to the Acquired Funds Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Fund. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Board of Trustees, accurate appraisal of the value of the net assets of the Acquired Acquiring Fund or the Acquiring Acquired Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the 3.1. The Closing Date shall be on or about April 2724, 2007, 2020 or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement Plan (“Closing”) shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., p.m. Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendstime. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP the Funds or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity 3.2. Harbor Funds shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund (“Custodian”), to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entitydeliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets shall have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the Acquired Fund have been so transferred assets of the Acquiring Fund, which Custodian also serves as of the custodian for the Acquiring Fund. Such presentation shall be made for examination no later than five business days preceding the Closing Date, and (ii) all necessary taxes shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in connection proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Closing Date by book entry, in accordance with the delivery customary practices of the Assets Custodian and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (“1940 Act”), in which the Acquired Fund’s Assets are deposited, including all applicable federal and state stock the Acquired Fund’s Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer stamps, if any, have been paid or provision for payment has been madeof Federal funds on the Closing Date. 3.3 The Acquired Entity 3.3. Harbor Funds shall direct PFPC Harbor Services Group, Inc., in its capacity as transfer agent for the Acquired Fund (“Transfer Agent”), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Acquired Fund prior to the Closing Date a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares will be credited to the Acquired Fund on the Closing Date, or provide other evidence satisfactory to the Acquired Fund as of the Closing Date that such Acquiring Fund Shares have been credited to the Acquired Funds account Fund’s accounts on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Fund. At the Closing, Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an “Exchange”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Board or Harbor Capital Advisors, Inc., accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27November 24, 2007, 2009 or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement Plan (“Closing”) shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., p.m. Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendstime. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP the Funds or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity MainStay Funds shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund (“Custodian”), to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entitydeliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets shall have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the Acquired Fund have been so transferred assets of the Acquiring Fund, which Custodian also serves as of the custodian for the Acquiring Fund. Such presentation shall be made for examination no later than five business days preceding the Closing Date, and (ii) all necessary taxes shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in connection proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Closing Date by book entry, in accordance with the delivery customary practices of the Assets Custodian and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (“1940 Act”), in which the Acquired Fund’s Assets are deposited, including all applicable federal and state stock the Acquired Fund’s Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer stamps, if any, have been paid or provision for payment has been madeof Federal funds on the Closing Date. 3.3 The Acquired Entity MainStay Funds shall direct PFPC Inc.NYLIM Service Company LLC, in its capacity as transfer agent for the Acquired Fund (“Transfer Agent”), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares Investor Class, Class A, Class B, Class C and Class I shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Acquired Fund prior to the Closing Date a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares will be credited to the Acquired Fund on the Closing Date, or provide other evidence satisfactory to the Acquired Fund as of the Closing Date that such Acquiring Fund Shares have been credited to the Acquired Funds account Fund’s accounts on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Fund. At the Closing, Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an “Exchange”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Boards, accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the 3.1. The Closing Date shall be April 27June 10, 20072022, or such other date as the parties may agreeagree to in writing. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsTime. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP the Trust or at such other time and/or place as the parties may agree. 3.2 3.2. The Acquired Entity Trust shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains Company, as custodian for the Acquired Fund to (the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and “Custodian”), to deliver to the Acquiring Entity, at the Closing, Closing a certificate of an authorized officer stating that that: (i) the Assets of the Acquired Fund have been so transferred as of delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date, ; and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired FundAssets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the Assets of the Acquiring Fund for examination no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Trust, on behalf of the Acquired Fund, shall direct the Custodian to deliver as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940 (the “1940 Act”)) in which the Assets are deposited, the Acquired Fund’s portfolio securities and instruments deposited with such depositories. The cash to be transferred by an Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. 3.3 3.3. The Acquired Entity Trust shall direct PFPC Inc.The Lincoln National Life Insurance Company, in its capacity as transfer agent for the Acquired Fund (the “Transfer Agent”), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that that: (i) its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders, and (ii) the number and percentage ownership of each outstanding class shares (of Acquired Fund Shares the classes listed in Exhibit A) owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Acquired Fund a confirmation evidencing Fund, or provide evidence satisfactory to the Trust that (a) the appropriate number of such Acquiring Fund Shares have been credited to the Acquired Funds Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Fund. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 3.4. In the event that on the Valuation Date Date: (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the an Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Board of the Trust, accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27November 17, 20072006, or such other later date as the parties may agreeagree to in writing. All acts taking place at necessary to consummate the closing of the transactions provided for in this Agreement Reorganization (Closing"CLOSING") shall be deemed to take place simultaneously as of the close of business on the Closing Date for the Reorganization, unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., p.m. (Eastern Time time) or such later time on that date as the Acquired Funds Fund's net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 Section 2 and after the declaration of any dividends. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP the Acquired Fund, or at such other time and/or place as the parties may agree. 3.2 The Portfolio securities that are held other than in book-entry form in the name of Mellon Trust of New England, N.A. ("ACQUIRED FUND CUSTODIAN") as record holder for the Acquired Entity Fund shall direct State Street Bank and be presented by the Acquired Fund to PFPC Trust Company ("ACQUIRING FUND CUSTODIAN") for examination no later than five (5) business days preceding the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the accounts Acquiring Fund Custodian for the account of the Acquiring Fund that on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian maintains as custodian for in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and to deliver by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records in accordance with the customary practices of the Acquiring Fund Custodian and of each securities depository, as defined by Rule 17f-4 under the 1940 Act. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Entity, Fund Custodian the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver at the Closing, Closing a certificate of an authorized officer stating that that: (ia) the Acquired Assets of the Acquired Fund have been so transferred as of delivered in proper form to the Acquiring Fund on the Closing Date, and (iib) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid paid, or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., made in its capacity conjunction with the delivery of portfolio securities as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary part of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably requestAssets. 3.4 In the event that If on the Valuation Closing Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be is closed to trading or trading thereupon thereon shall be restricted, restricted or (b) trading or the reporting of trading on such Exchange exchange or elsewhere shall be is disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (that, in the judgment of the Board of Trustees of either the Acquired Trust or the Acquiring Entity Board with respect to Trust, accurate appraisal of the NAV of the Acquiring Fund and Shares or the Acquired Entity Board with respect Fund pursuant to the Acquired Fund)Article 2 is impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Acquired Trust and its Treasurer, Secretary or other authorized officer ("SHAREHOLDER LIST") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund's Transfer Agent, or (c) derived from the Acquired Trust's records by such officers or one of the Acquired Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall for the Reorganization will be April 27_________, 20072002, or such other date as agreed to in writing by the parties may agreeVanguard Trust and the Schroder Trust. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) shall Closing will be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the partiesprovided. The close of business on the Closing Date shall will be held as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of the Vanguard Trust, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇., ▇▇▇▇▇▇▇, ▇▇ LLP ▇▇▇▇▇, or at such other time and/or place as agreed to by the parties may agreeVanguard Trust and the Schroder Trust. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to (the "Custodian") will deliver to the Acquiring Entity, at the Closing, Closing a certificate of an authorized officer stating that that: (ia) the Assets of the Acquired Fund Selling Fund's portfolio securities, cash and any other assets have been so transferred as of delivered in proper form to the Acquiring Fund prior to or on the Closing Date, and (iib) all necessary taxes in connection with the delivery of the Assets of the Acquired Fundtaxes, including all applicable federal and state stock transfer stamps, if any, have been paid paid, or provision for payment has been made, in conjunction with the delivery of portfolio securities. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent In the event that on the Valuation Date (a) the NYSE or another primary trading market for the Acquired Fund (Transfer Agent), to deliver to portfolio securities of the Acquiring Entity Fund or the Selling Fund is closed to trading or trading on the market is restricted; or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted so that accurate appraisal of the value of the net assets of the Acquiring Fund or the Selling Fund is impracticable, the Closing Date will be postponed until the first business day after the day when normal trading has fully resumed and reporting has been restored. 3.4 The Schroder Trust, on behalf of the Selling Fund, will deliver at the Closing a certificate list of an authorized officer stating that its records contain the name names and address addresses of each Acquired the Selling Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class of Acquired Selling Fund Shares owned by each such shareholder immediately prior to the ClosingClosing or provide evidence that the information has been provided to the Acquiring Fund's transfer agent. The Acquiring Fund shall deliver to the Secretary Vanguard Trust, on behalf of the Acquired Fund Acquiring Fund, will issue and deliver a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds Selling Fund's account on the books Closing Date to the Secretary of the Acquiring Fund pursuant to paragraph 1.1 prior Schroder Trust or provide evidence satisfactory to the actions contemplated by paragraph 1.5 and (b) Schroder Trust that the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders Selling Fund's account on the books of the Acquiring Fund pursuant to paragraph 1.5Fund. At the Closing, each party shall to this Agreement will deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the 3.1. The Closing Date shall be April 27June 21, 20072019, or such other later date as the parties may agreeagree to in writing. All acts taking place at necessary to consummate the closing of Reorganization (the transactions provided for in this Agreement (“Closing”) shall be deemed to take place simultaneously as of the close of business 5:00 p.m. (Eastern time) on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsprovided. The Closing shall be held at the principal offices of the Acquiring Fund, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP , Jersey City, NJ 07302-3973, or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct 3.2. Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the “Target Fund Custodian”) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian record holder for the Acquired Target Fund shall be presented by the Target Fund to State Street Bank and Trust Company (the “Acquiring Fund Custodian”) for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Target Fund to the accounts Acquiring Fund Custodian for the account of the Acquiring Fund that on the Custodian maintains Closing Date, duly endorsed in proper form for transfer, in such condition as custodian for to constitute good delivery thereof in accordance with customary settlement practices or, in the case of portfolio securities held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Acquiring Fund Custodian in accordance with applicable law and to deliver accompanied by all necessary federal, state, non-U.S. or other stock transfer stamps or provision has been made for the appropriate purchase price thereof. Any cash shall be delivered by the Target Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Entity, at Fund Custodian the Closing, cash balances maintained by the Target Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3. The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that that: (ia) the Target Assets of the Acquired Fund have been so transferred as of delivered in proper form to the Acquiring Fund on the Closing Date, and (iib) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state federal, state, non-U.S. or other stock transfer stamps, if any, have been paid paid, or provision for payment has been mademade in conjunction with the delivery of portfolio securities as part of the Target Assets. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at 3.4. If on the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be is closed to trading or trading thereupon thereon shall be restricted, restricted or (b) trading or the reporting of trading on such Exchange exchange or elsewhere shall be is disrupted so that accurate appraisal of the value NAV of the net assets of the Acquired Fund or the Acquiring Fund Shares or the Target Fund pursuant to Paragraph 2.1 is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5. The Target Fund shall deliver, or cause its transfer agent to deliver, to the Acquiring Fund, at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Target Fund Shareholders and the number and percentage ownership of outstanding Target Fund Shares owned by each Target Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Target Fund and its Treasurer, Secretary or other authorized officer (the “Shareholder List”) as being an accurate record of the information (a) provided by the Target Fund Shareholders, (b) provided by the Target Fund Custodian, or (c) derived from the Target Fund’s records by such officers or one of the Target Fund’s service providers. The Acquiring Fund shall issue and deliver to the Target Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Target Fund that such Acquiring Fund Shares have been credited to the Target Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts, or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27March 25, 20072011, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (“Closing”) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The “close of business business” on the Closing Date shall be as of 4:00 5:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsNew York time. The Closing shall be held at the offices of ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP Investment Management Inc. or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity Fund shall direct State Street Bank and Trust Company JPMorgan Chase Bank, N.A. (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains “JPMCB”), as custodian for the Acquired Fund to the accounts of the Acquiring (“Acquired Fund that the Custodian maintains as custodian for the Acquiring Fund and Custodian”), to deliver to the Acquiring EntityFund, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of delivered in proper form to the Acquiring Fund on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to JPMCB, as the custodian for the Acquiring Fund (“Acquiring Fund Custodian”). Such presentation shall be made for examination no later than five business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Acquired Fund Custodian shall deliver to the Acquiring Fund Custodian as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and of each securities depository, as defined in Rule 17f-4 under the 1940 Act, the Assets of the Acquired Fund deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered to the Acquiring Fund Custodian on the Closing Date. 3.3 The Acquired Entity Fund shall direct PFPC Boston Financial Data Services, Inc., in its capacity as transfer agent for the Acquired Fund (“Transfer Agent”), to deliver to the Acquiring Entity Fund at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder Shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.51.4. At the Closing, Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on at the Valuation Date (a) the New York Stock Exchange NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, each an “Exchange”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and of either the Acquired Entity Board with respect to the Acquired or Acquiring Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27November 20, 2007, 2009 or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement Plan (“Closing”) shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., p.m. Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendstime. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP the Portfolios or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity MainStay VP Series Fund, Inc. shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund Portfolio (“Custodian”), to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entitydeliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets shall have been delivered in proper form to the Acquiring Portfolio within two business days prior to or on the Closing Date. The Acquired Portfolio’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the Acquired Fund have been so transferred assets of the Acquiring Portfolio, which Custodian also serves as of the custodian for the Acquiring Portfolio. Such presentation shall be made for examination no later than five business days preceding the Closing Date, and (ii) all necessary taxes shall be transferred and delivered by the Acquired Portfolio as of the Closing Date for the account of the Acquiring Portfolio duly endorsed in connection proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Portfolio as of the Closing Date by book entry, in accordance with the delivery customary practices of the Assets Custodian and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (“1940 Act”), in which the Acquired FundPortfolio’s Assets are deposited, including all applicable federal and state stock the Acquired Portfolio’s Assets deposited with such depositories. The cash to be transferred by the Acquired Portfolio shall be delivered by wire transfer stamps, if any, have been paid or provision for payment has been madeof Federal funds on the Closing Date. 3.3 The Acquired Entity MainStay VP Series Fund, Inc. shall direct PFPC Inc.New York Life Insurance and Annuity Corporation (“NYLIAC”), in its capacity as transfer agent for the Acquired Fund (Transfer Agent)Portfolio, to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Portfolio Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares Initial and Service Class shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund Portfolio shall issue and deliver to the Secretary of the Acquired Fund Portfolio prior to the Closing Date a confirmation evidencing that (a) the appropriate number of Acquiring Fund Portfolio Shares will be credited to the Acquired Portfolio on the Closing Date, or provide other evidence satisfactory to the Acquired Portfolio as of the Closing Date that such Acquiring Portfolio Shares have been credited to the Acquired Funds account Portfolio’s accounts on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Portfolio. At the Closing, Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund Portfolio or the Acquired Fund Portfolio (each, an “Exchange”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Boards, accurate appraisal of the value of the net assets of the Acquired Fund Portfolio or the Acquiring Fund Portfolio is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27on or about May 8, 2007, 2017 or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement Plan (“Closing”) shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., p.m. Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendstime. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP the Funds or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity MainStay Funds Trust shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund (“Custodian”), to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entitydeliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets shall have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the Acquired Fund have been so transferred assets of the Acquiring Fund, which Custodian also serves as of the custodian for the Acquiring Fund. Such presentation shall be made for examination no later than five business days preceding the Closing Date, and (ii) all necessary taxes shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in connection proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Closing Date by book entry, in accordance with the delivery customary practices of the Assets Custodian and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (“1940 Act”), in which the Acquired Fund’s Assets are deposited, including all applicable federal and state stock the Acquired Fund’s Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer stamps, if any, have been paid or provision for payment has been madeof Federal funds on the Closing Date. 3.3 The Acquired Entity MainStay Funds Trust shall direct PFPC Inc.NYLIM Service Company LLC, in its capacity as transfer agent for the Acquired Fund (“Transfer Agent”), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Acquired Fund prior to the Closing Date a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares will be credited to the Acquired Fund on the Closing Date, or provide other evidence satisfactory to the Acquired Fund as of the Closing Date that such Acquiring Fund Shares have been credited to the Acquired Funds account Fund’s accounts on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Fund. At the Closing, Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an “Exchange”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Board or New York Life Investments, accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27December 10, 20072004, or such other later date as the parties may agreeagree to in writing. All acts taking place at necessary to consummation the closing of Reorganization (the transactions provided for in this Agreement ("Closing") shall be deemed to take place simultaneously as of the close of business 5:00 p.m. (Eastern time) on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsprovided. The Closing shall be held at the offices of Wilmer Cutler Pickering ▇▇▇▇ ▇▇▇ ▇▇▇r ▇▇▇, ▇▇ ▇▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other time and/or place e as the parties may agree. 3.2 The Acquired Entity shall direct Portfolio securities that are held other than in book-entry form in the name of State Street Bank and Trust Company (the "Acquired Fund Custodian") to transfer ownership of the Assets from the accounts of as record holder for the Acquired Fund that shall be presented by the Custodian maintains as custodian Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the accounts Acquiring Fund Custodian for the account of the Acquiring Fund that on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian maintains as custodian for in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and to deliver by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Entity, at Fund Custodian the Closing, cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that that: (ia) the Acquired Assets of the Acquired Fund have been so transferred as of delivered in proper form to the Acquiring Fund on the Closing Date, and (iib) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid paid, or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., made in its capacity conjunction with the delivery of portfolio securities as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary part of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably requestAssets. 3.4 In the event that If on the Valuation Closing Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be is closed to trading or trading thereupon thereon shall be restricted, restricted or (b) trading or the reporting of trading on such Exchange exchange or elsewhere shall be is disrupted so that accurate appraisal of the value NAV of the net assets of Acquiring Fund Shares or the Acquired Fund or the Acquiring Fund pursuant to Paragraph 2.1 is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Safeco Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Safeco Trust's records by such officers or one of the Safeco Trust's service providers. The

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the 3.1. The Closing Date shall be April 27September 6, 20072008, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsTime. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP the Acquiring Portfolio or at such other time and/or place as the parties may agree. 3.2 3.2. The Acquired Entity Portfolio shall direct State Street the Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains New York Mellon Corporation, as custodian for the Acquired Fund Portfolio (the “Custodian”), to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entitydeliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund shall have been so transferred as of delivered in proper form to the Acquiring Portfolio within two business days prior to or on the Closing Date, ; and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired FundAssets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Portfolio’s portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to the custodian for the Acquiring Portfolio no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Portfolio as of the Closing Date for the account of the Acquiring Portfolio duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Acquired Portfolio’s Assets are deposited, the Acquired Portfolio’s portfolio securities and instruments deposited with such depositories. The cash to be transferred by the Acquired Portfolio shall be delivered by wire transfer of federal funds on the Closing Date. 3.3 3.3. The Acquired Entity Portfolio shall direct PFPC Inc.DST Systems, in its capacity as transfer agent for Inc. (the “Transfer Agent”), on behalf of the Acquired Fund (Transfer Agent)Portfolio, to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Portfolio Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares Class I and Class S shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund Portfolio shall issue and deliver a confirmation evidencing the Acquiring Portfolio Shares to be credited on the Closing Date to the Secretary of the Acquiring Portfolio, or provide evidence satisfactory to the Acquired Fund a confirmation evidencing Portfolio that (a) the appropriate number of such Acquiring Fund Portfolio Shares have been credited to the Acquired Funds Portfolio’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Portfolio. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund Portfolio or the Acquired Fund (each, an Exchange) Portfolio shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Board of Trustees of the Acquired Portfolio or the Board of Trustees of the Acquiring Portfolio, accurate appraisal of the value of the net assets of the Acquired Fund Acquiring Portfolio or the Acquiring Fund Acquired Portfolio is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27February 13, 2007, 2004 or such other later date as the parties may agreeagree to in writing. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of the close of business 5:00 p.m. (Eastern time) on the Closing Date unless otherwise agreed to by provided (the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends"Closing"). The Closing shall be held at the offices of Hale and Dorr LLP, 60 S▇▇▇▇ Stre▇▇, Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other time and/or place e as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company Portfolio securities that are not held in book-entry form in the name of U.S. Bank, N.A. (the "Acquired Fund Custodian") to transfer ownership of the Assets from the accounts of as record holder for the Acquired Fund that shall be presented by the Custodian maintains as custodian Acquired Fund to Brown Brothers Harriman & ▇▇. (the "Ac▇▇▇▇▇▇▇ Fund Custodian") for examination no later than three business days preceding the Closing Date. Portfolio securities which are not held in book-entry form shall be delivered by the Acquired Fund to the accounts Acquiring Fund Custodian for the account of the Acquiring Fund that on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian maintains as custodian for in book-entry form on behalf of the Acquired Fund shall be delivered to the Acquiring Fund and to by the Acquired Fund Custodian by recording the transfer of beneficial ownership thereof on the Acquired Fund Custodian's records. 3.3 The Acquiring Fund Custodian shall deliver to within one business day after the Acquiring Entity, at the Closing, Closing a certificate of an authorized officer stating that that: (ia) the Acquired Assets of the Acquired Fund have been so transferred as of delivered in proper form to the Acquiring Fund on the Closing Date, and (iib) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid paid, or provision for payment has shall have been made. 3.3 The made in conjunction with the delivery of portfolio securities as part of the Acquired Entity Assets. Any cash delivered shall direct PFPC Inc., be in its capacity as transfer agent for the form of currency or by the Acquired Fund (Transfer Agent), to deliver to Custodian crediting the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds Fund's account on the books of maintained with the Acquiring Fund Custodian with immediately available funds by wire transfer pursuant to paragraph 1.1 instruction delivered prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Closing Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be is closed to trading or trading thereupon thereon shall be restricted, or (b) trading or the reporting of trading on such Exchange exchange or elsewhere shall be is disrupted so that accurate appraisal of the value NAV of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and Shares or the Acquired Entity Board with respect Assets pursuant to the Acquired Fund)Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding shares of beneficial interest of the Acquired Fund owned by each such Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Company and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Company's records by such officers or one of the Company's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27September ___, 20072002, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsTime. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP the Acquiring Fund or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity Fund shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains Fifth Third Bank, as custodian for the Acquired Fund (the "Custodian"), to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entitydeliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund shall have been so transferred as of delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired FundAssets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund's portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Acquired Fund Custodian to the custodian for the Acquiring Fund no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of any securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act") in which the Acquired Fund's Assets are deposited and the Custodian, the Acquired Fund's Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. 3.3 The Acquired Entity Fund shall direct PFPC Inc.InCap Service Company (the "Transfer Agent"), in its capacity as transfer agent for on behalf of the Acquired Fund (Transfer Agent)Fund, to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares Individual Class and Institutional Class shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Acquired Acquiring Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that (a) the appropriate number of such Acquiring Fund Shares have been credited to the Acquired Funds Fund's account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Fund. At the Closing, Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Board of Directors of the Acquired Fund or the Board of Trustees of the Acquiring Fund, accurate appraisal of the value of the net assets of the Acquired Acquiring Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), respectively, is impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall take place on the next business day following the Valuation Date (the "Closing Date"). The Closing Time shall be April 27at ________, 2007, Eastern Time. or at such other date time as the parties to this Agreement may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP ___________________________, or at such other time and/or place as the parties to this Agreement may agree. All actions taking place on the Closing Date shall be deemed to take place simultaneously as of ________ a.m. Eastern Time on the Closing Date unless otherwise provided. 3.2 The Acquired Entity Portfolio securities that are not held in book-entry form (together with cash or other assets) shall direct State Street be transferred or delivered, as appropriate, by Bank and Trust Company of New York (the "Custodian") to transfer ownership of the Assets or its agents or nominees from the Orbitex Fund's accounts of with the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund Custodian, to the accounts of the Acquiring Saratoga Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of on the Closing Date, and in accordance with applicable custody provisions under the Investment Company Act of 1940, as amended (ii) all "1940 Act"), and, as appropriate, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof. Such portfolio securities shall be accompanied by any necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps or a check for the appropriate purchase price of such stamps, if any, have been paid . Portfolio securities held of record by the Custodian or provision for payment has been madeits agents or nominees in book-entry form on behalf of the Orbitex Fund shall be transferred to the Saratoga Fund by the Custodian by recording the transfer of beneficial ownership thereof on its records and those of its agents and nominees. Any cash of the Orbitex Fund delivered on the Closing Date shall be in any form as is reasonably directed by the Saratoga Fund and shall be delivered on the Closing Date by the Custodian crediting the Saratoga Fund's account maintained with the Custodian with immediately available funds. 3.3 The Acquired Entity If any of the Orbitex Fund Net Assets, for any reason, are not transferred on the Closing Date, the Orbitex Fund shall direct PFPC cause the Orbitex Fund Net Assets to be transferred to the Saratoga Fund in accordance with this Agreement at the earliest practicable date thereafter. 3.4 Orbitex Data Services, Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent)Orbitex Fund, to shall deliver to the Acquiring Entity Saratoga Fund at the Closing Time a certificate list of an authorized officer stating that its records contain the name names, addresses, federal taxpayer identification numbers, and address backup withholding and nonresident alien withholding status of each Acquired Orbitex Fund Shareholder Shareholders and the number and percentage ownership aggregate net asset value of each outstanding class shares of Acquired common stock of the Orbitex Fund Shares owned by each such shareholder immediately prior to Orbitex Fund Shareholder all as of the Closingclose of regular trading on the NYSE on the Closing Date, certified by an appropriate officer of Orbitex Data Services, Inc. (the "Shareholder List"). The Acquiring Fund transfer agent for the Saratoga Fund, shall issue and deliver to the Secretary of the Acquired Orbitex Fund a confirmation evidencing the Saratoga Fund Shares to be credited to each Orbitex Fund Shareholder on the Liquidation Date, or provide evidence satisfactory to the Orbitex Fund that (a) the appropriate number of Acquiring such Saratoga Fund Shares have been credited to the Acquired Funds each Orbitex Fund Shareholder's account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Saratoga Fund. At the Closing, each party Fund shall deliver to the other party Fund such bills of sale, checks, assignments, share certificates, if anyreceipts, receipts or other documents as the other party Fund or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27on or about May 22, 20072020, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement Plan (“Closing”) shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., p.m. Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendstime. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP MainStay Funds Trust or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity MainStay Funds Trust shall direct State Street U.S. Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains National Association as custodian for the Acquired Fund (the “Custodian”), to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entitydeliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets shall have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian, which Custodian also serves as the custodian for the Acquiring Fund, to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund. Such presentation shall be made for examination no later than five business days preceding the Closing Date and shall be transferred and delivered by the Acquired Fund have been so transferred as of the Closing DateDate for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Closing Date by book entry, and (ii) all necessary taxes in connection accordance with the delivery customary practices of the Custodian and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”), in which the Assets of are deposited, the Assets deposited with such depositories. The cash to be transferred by the Acquired Fund, including all applicable Fund shall be delivered by wire transfer of federal and state stock transfer stamps, if any, have been paid or provision for payment has been madefunds on the Closing Date. 3.3 The Acquired Entity MainStay Funds Trust shall direct PFPC Inc.NYLIM Service Company LLC, in its capacity as transfer agent for the Acquired Fund (the “Transfer Agent”), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of MainStay Funds Trust, on behalf of the Acquired Fund Fund, prior to the Closing Date a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares will be credited to the Acquired Fund on the Closing Date, or provide other evidence satisfactory to the Acquired Fund as of the Closing Date that such Acquiring Fund Shares have been credited to the Acquired Funds account Fund’s accounts on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Fund. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an “Exchange”) shall be closed to trading or trading thereupon shall be restricted, restricted or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Board or New York Life Investments, accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the 3.1. The Closing Date shall be April 27October 20, 20072014, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (“Closing”) shall be deemed to take place simultaneously as of immediately prior to the close opening of business on the Closing Date unless otherwise agreed to by the parties. The close opening of business on the Closing Date shall be as of 4:00 p.m.the opening of business on the NYSE (ordinarily 9:30 a.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsTime). The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP HIMCO Variable Insurance Trust or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity 3.2. Hartford Series Fund shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank, N.A., as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and (“Custodian”), to deliver to the Acquiring Entity, Registrants at the Closing, Closing a certificate of an authorized officer of the Custodian stating that (i) the Assets of the Acquired Fund have been so transferred as delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons who have primary responsibility for the safekeeping of the assets of the Acquiring Fund. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and (ii) all necessary taxes such certificates and other written instruments shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in connection proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Closing Date by book entry, in accordance with the delivery customary practices of the Assets Custodian and such persons and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (“1940 Act”), in which the Acquired Fund’s Assets are deposited, including all applicable federal and state stock the Acquired Fund’s Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer stamps, if any, have been paid or provision for payment has been madeof Federal funds on the Closing Date. 3.3 The Acquired Entity 3.3. Hartford Series Fund shall direct PFPC Inc.Hartford Administrative Services Company, in its capacity as transfer agent for the Acquired Fund (“Transfer Agent”), to deliver to the Acquiring Entity Registrants at the Closing a certificate of an authorized officer of the Transfer Agent stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing HIMCO Variable Insurance Trust shall confirm that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 herein prior to the actions contemplated by paragraph 1.5 1.4 herein and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.51.4 herein. At the Closing, each party Closing the Registrants shall deliver to the other party execute such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as necessary to effect the other party or its counsel may reasonably requestReorganization. 3.4 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an “Exchange”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Board of Directors of Hartford Series Fund, accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restoredearliest practicable date.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the Closing Date shall be April 27March 2, 2007, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring EntityFund, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity Fund at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request1. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the 3.1. The Closing Date shall be April 27September 6, 2007, 2008 or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m.4:00p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsTime. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP the Acquiring Portfolio or at such other time and/or place as the parties may agree. 3.2 3.2. The Acquired Entity Portfolio shall direct State Street the Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains New York Mellon Corporation, as custodian for the Acquired Fund Portfolio (the “Custodian”), to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entitydeliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund shall have been so transferred as of delivered in proper form to the Acquiring Portfolio within two business days prior to or on the Closing Date, ; and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired FundAssets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Portfolio’s portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to the custodian for the Acquiring Portfolio no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Portfolio as of the Closing Date for the account of the Acquiring Portfolio duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Acquired Portfolio’s Assets are deposited, the Acquired Portfolio’s portfolio securities and instruments deposited with such depositories. The cash to be transferred by the Acquired Portfolio shall be delivered by wire transfer of federal funds on the Closing Date. 3.3 3.3. The Acquired Entity Portfolio shall direct PFPC Inc.DST Systems, in its capacity as transfer agent for Inc. (the “Transfer Agent”), on behalf of the Acquired Fund (Transfer Agent)Portfolio, to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Portfolio Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares ADV Class, Class S and Class S2 shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund Portfolio shall issue and deliver a confirmation evidencing the Acquiring Portfolio Shares to be credited on the Closing Date to the Secretary of the Acquiring Portfolio, or provide evidence satisfactory to the Acquired Fund a confirmation evidencing Portfolio that (a) the appropriate number of such Acquiring Fund Portfolio Shares have been credited to the Acquired Funds Portfolio’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Portfolio. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund Portfolio or the Acquired Fund (each, an Exchange) Portfolio shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Board of Trustees of the Acquired Portfolio or the Board of Trustees of the Acquiring Portfolio, accurate appraisal of the value of the net assets of the Acquired Fund Acquiring Portfolio or the Acquiring Fund Acquired Portfolio is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein2.1 The Closing shall occur as of 9:00 a.m. on December 1, the Closing Date shall be April 27, 2007, 2011 or such other date as to which the parties may agreemutually agree (the “Closing Date”). All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsprovided. The Closing shall be held at the offices of the Funds at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP , or at such other time and/or place as the parties may mutually agree. 3.2 2.2 The Acquired Entity Fund shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring EntityFund at the Closing a statement of assets and liabilities, at including a schedule of the Assets setting forth for all portfolio securities thereon their adjusted tax basis and holding period by lot, as of the Closing, certified by the Predecessor Company’s Treasurer or Assistant Treasurer. The Custodian shall deliver at the Closing a certificate of an authorized officer stating that the Assets have been delivered in proper form to the Custodian, on behalf of the Acquiring Fund prior to or on the Closing Date. 2.3 If on the Valuation Date (ia) the Assets NYSE or another primary trading market for portfolio securities of the Acquired Fund have been is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted so transferred as that accurate appraisal of the Closing Date, and (ii) all necessary taxes in connection with the delivery value of the Assets net assets of the Acquired FundFund or determination of the net asset value of any class of its shares is impracticable, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment the Closing Date shall be postponed until the first business day after the day when trading has been madefully resumed and reporting has been restored. 3.3 2.4 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to shall deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited to the Acquired Fund on the Closing Date to the Secretary of the Predecessor Company or provide evidence satisfactory to the Acquired Fund a confirmation evidencing that (a) the appropriate number of such Acquiring Fund Shares have been credited to the Acquired Funds Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Fund. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the 3.1. The Closing Date shall be April 27October 20, 20072014, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (“Closing”) shall be deemed to take place simultaneously as of immediately prior to the close opening of business on the Closing Date unless otherwise agreed to by the parties. The close opening of business on the Closing Date shall be as of 4:00 p.m.the opening of business on the NYSE (ordinarily 9:30 a.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsTime). The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP HIMCO Variable Insurance Trust or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity 3.2. Hartford Series Fund shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank, N.A., as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and (“Custodian”), to deliver to the Acquiring Entity, Registrants at the Closing, Closing a certificate of an authorized officer of the Custodian stating that (i) the Assets of the Acquired Fund have been so transferred as delivered in proper form to the Acquiring Fund on the Closing Date. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons who have primary responsibility for the safekeeping of the assets of the Acquiring Fund. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and (ii) all necessary taxes such certificates and other written instruments shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in connection proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Closing Date by book entry, in accordance with the delivery customary practices of the Assets Custodian and such persons and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (“1940 Act”), in which the Acquired Fund’s Assets are deposited, including all applicable federal and state stock the Acquired Fund’s Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer stamps, if any, have been paid or provision for payment has been madeof Federal funds on the Closing Date. 3.3 The Acquired Entity 3.3. Hartford Series Fund shall direct PFPC Inc.Hartford Administrative Services Company, in its capacity as transfer agent for the Acquired Fund (“Transfer Agent”), to deliver to the Acquiring Entity Registrants at the Closing a certificate of an authorized officer of the Transfer Agent stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing HIMCO Variable Insurance Trust shall confirm that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 herein prior to the actions contemplated by paragraph 1.5 1.4 herein and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.51.4 herein. At the Closing, each party Closing the Registrants shall deliver to the other party execute such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as necessary to effect the other party or its counsel may reasonably requestReorganization. 3.4 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an “Exchange”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Board of Directors of Hartford Series Fund, accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading earliest practicable date. 3.5. Prior to Closing, HIMCO Variable Insurance Trust shall have been fully resumed authorized the issuance of and reporting shall have been restoredissued an Acquiring Fund Share to Hartford Investment Management Company in consideration of the payment of the offering price of such Acquiring Fund Share, as determined by HIMCO Variable Insurance Trust’s Board of Trustees, for the purpose of enabling Hartford Investment Management Company to vote to (a) approve the investment management agreement between HIMCO Variable Insurance Trust, on behalf of the Acquiring Fund, and Hartford Investment Management Company; (b) approve any plan adopted by the Acquiring Fund pursuant to Rule 12b-1 under the 1940 Act; and (c) take such other steps related to the inception of operations of such Acquiring Fund as deemed necessary or appropriate by the Trustees of HIMCO Variable Insurance Trust. At the effective time of Closing, the Acquiring Fund Share issued pursuant to this paragraph 3.5 shall be redeemed by the Acquiring Fund at the offering price of an Acquiring Fund Share.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the 3.1. The Closing Date shall be April 2726, 2007, 2008 or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m.4:00p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsTime. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP the Acquiring Portfolio or at such other time and/or place as the parties may agree. 3.2 3.2. The Acquired Entity Portfolio shall direct State Street the Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains New York Mellon Corporation, as custodian for the Acquired Fund Portfolio (the “Custodian”), to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entitydeliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund shall have been so transferred as of delivered in proper form to the Acquiring Portfolio within two business days prior to or on the Closing Date, ; and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired FundAssets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Portfolio’s portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to the custodian for the Acquiring Portfolio no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Portfolio as of the Closing Date for the account of the Acquiring Portfolio duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Acquired Portfolio’s Assets are deposited, the Acquired Portfolio’s portfolio securities and instruments deposited with such depositories. The cash to be transferred by the Acquired Portfolio shall be delivered by wire transfer of federal funds on the Closing Date. 3.3 3.3. The Acquired Entity Portfolio shall direct PFPC Inc.DST Systems, in its capacity as transfer agent for Inc. (the “Transfer Agent”), on behalf of the Acquired Fund (Transfer Agent)Portfolio, to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Portfolio Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares ADV Class, Class S and Class I shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund Portfolio shall issue and deliver a confirmation evidencing the Acquiring Portfolio Shares to be credited on the Closing Date to the Secretary of the Acquiring Portfolio, or provide evidence satisfactory to the Acquired Fund a confirmation evidencing Portfolio that (a) the appropriate number of such Acquiring Fund Portfolio Shares have been credited to the Acquired Funds Portfolio’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Portfolio. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund Portfolio or the Acquired Fund (each, an Exchange) Portfolio shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Board of Trustees of the Acquired Portfolio or the Board of Trustees of the Acquiring Portfolio, accurate appraisal of the value of the net assets of the Acquired Fund Acquiring Portfolio or the Acquiring Fund Acquired Portfolio is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein2.1 The Closing shall occur as of [9:00 a.m.] [Eastern time] on [August 1, the Closing Date shall be April 27, 2007, 2018] or such other date as to which the parties may agreemutually agree (the “Closing Date”). All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsprovided. The Closing shall be held at the offices of the Funds at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP , or at such other time and/or place as the parties may mutually agree. 3.2 2.2 The Acquired Entity Predecessor Fund shall direct State Street Bank deliver to the Successor Fund at the Closing a statement of assets and Trust Company (the Custodian) to transfer ownership liabilities, including a schedule of the Assets from the accounts setting forth for all portfolio securities thereon their adjusted tax basis and holding period by lot, as of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at the Closing, certified by the Predecessor Company’s Treasurer or Assistant Treasurer. The Custodian shall deliver at the Closing a certificate of an authorized officer stating that (i) the Assets have been delivered in proper form to the Custodian, on behalf of the Acquired Fund have been so transferred as of Successor Fund, prior to or on the Closing Date, and . 2.3 If immediately prior to the Valuation Time (iia) all necessary taxes in connection with the delivery NYSE or another primary trading market for portfolio securities of the Assets Predecessor Fund is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted so that accurate appraisal of the Acquired Fundvalue of the net assets of the Predecessor Fund or determination of the net asset value of any class of its shares is impracticable, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment the Closing Date shall be postponed until the first business day after the day when trading has been madefully resumed and reporting has been restored. 3.3 2.4 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Predecessor Fund (Transfer Agent), to shall deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each Acquired the Predecessor Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class of Acquired Predecessor Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Successor Fund shall issue and deliver a confirmation evidencing the Successor Fund Shares credited to the Predecessor Fund at the Closing to the Secretary of the Acquired Predecessor Company or provide evidence satisfactory to the Predecessor Fund a confirmation evidencing that (a) the appropriate number of Acquiring such Successor Fund Shares have been credited to the Acquired Funds Predecessor Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Successor Fund. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein2.1 The Closing shall occur as of 9:00 a.m. on March 1, the Closing Date shall be April 27, 2007, 2011 or such other date as to which the parties may agreemutually agree (the “Closing Date”). All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsprovided. The Closing shall be held at the offices of the Funds at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP , or at such other time and/or place as the parties may mutually agree. 3.2 2.2 The Acquired Entity Fund shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring EntityFund at the Closing a statement of assets and liabilities, at including a schedule of the Assets setting forth for all portfolio securities thereon their adjusted tax basis and holding period by lot, as of the Closing, certified by the Predecessor Company’s Treasurer or Assistant Treasurer. The Custodian shall deliver at the Closing a certificate of an authorized officer stating that the Assets have been delivered in proper form to the Custodian, on behalf of the Acquiring Fund prior to or on the Closing Date. 2.3 If on the Valuation Date (ia) the Assets NYSE or another primary trading market for portfolio securities of the Acquired Fund have been is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted so transferred as that accurate appraisal of the Closing Date, and (ii) all necessary taxes in connection with the delivery value of the Assets net assets of the Acquired FundFund or determination of the net asset value of any class of its shares is impracticable, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment the Closing Date shall be postponed until the first business day after the day when trading has been madefully resumed and reporting has been restored. 3.3 2.4 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to shall deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited to the Acquired Fund on the Closing Date to the Secretary of the Predecessor Company or provide evidence satisfactory to the Acquired Fund a confirmation evidencing that (a) the appropriate number of such Acquiring Fund Shares have been credited to the Acquired Funds Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Fund. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the 3.1. The Closing Date shall be April 27September 6, 2007, 2008 or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m.4:00p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsTime. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP the Acquiring Portfolio or at such other time and/or place as the parties may agree. 3.2 3.2. The Acquired Entity Portfolio shall direct State Street the Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains New York Mellon Corporation, as custodian for the Acquired Fund Portfolio (the “Custodian”), to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entitydeliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund shall have been so transferred as of delivered in proper form to the Acquiring Portfolio within two business days prior to or on the Closing Date, ; and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired FundAssets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Portfolio’s portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to the custodian for the Acquiring Portfolio no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Portfolio as of the Closing Date for the account of the Acquiring Portfolio duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Acquired Portfolio’s Assets are deposited, the Acquired Portfolio’s portfolio securities and instruments deposited with such depositories. The cash to be transferred by the Acquired Portfolio shall be delivered by wire transfer of federal funds on the Closing Date. 3.3 3.3. The Acquired Entity Portfolio shall direct PFPC Inc.DST Systems, in its capacity as transfer agent for Inc. (the “Transfer Agent”), on behalf of the Acquired Fund (Transfer Agent)Portfolio, to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Portfolio Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares Class I shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund Portfolio shall issue and deliver a confirmation evidencing the Acquiring Portfolio Shares to be credited on the Closing Date to the Secretary of the Acquiring Portfolio, or provide evidence satisfactory to the Acquired Fund a confirmation evidencing Portfolio that (a) the appropriate number of such Acquiring Fund Portfolio Shares have been credited to the Acquired Funds Portfolio’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Portfolio. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund Portfolio or the Acquired Fund (each, an Exchange) Portfolio shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Board of Trustees of the Acquired Portfolio or the Board of Directors of the Acquiring Portfolio, accurate appraisal of the value of the net assets of the Acquired Fund Acquiring Portfolio or the Acquiring Fund Acquired Portfolio is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the 3.1. The Closing Date shall be April 2726, 20072008, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsTime. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP the Acquiring Portfolio or at such other time and/or place as the parties may agree. 3.2 3.2. The Acquired Entity Portfolio shall direct State Street the Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains New York Mellon Corporation, as custodian for the Acquired Fund Portfolio (the “Custodian”), to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entitydeliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund shall have been so transferred as of delivered in proper form to the Acquiring Portfolio within two business days prior to or on the Closing Date, ; and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired FundAssets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Portfolio’s portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to the custodian for the Acquiring Portfolio no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Portfolio as of the Closing Date for the account of the Acquiring Portfolio duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Acquired Portfolio’s Assets are deposited, the Acquired Portfolio’s portfolio securities and instruments deposited with such depositories. The cash to be transferred by the Acquired Portfolio shall be delivered by wire transfer of federal funds on the Closing Date. 3.3 3.3. The Acquired Entity Portfolio shall direct PFPC Inc.DST Systems, in its capacity as transfer agent for Inc. (the “Transfer Agent”), on behalf of the Acquired Fund (Transfer Agent)Portfolio, to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Portfolio Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares Class I, Class S and Class S2 shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund Portfolio shall issue and deliver a confirmation evidencing the Acquiring Portfolio Shares to be credited on the Closing Date to the Secretary of the Acquiring Portfolio, or provide evidence satisfactory to the Acquired Fund a confirmation evidencing Portfolio that (a) the appropriate number of such Acquiring Fund Portfolio Shares have been credited to the Acquired Funds Portfolio’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Portfolio. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund Portfolio or the Acquired Fund (each, an Exchange) Portfolio shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Board of Trustees of the Acquired Portfolio or the Board of Trustees of the Acquiring Portfolio, accurate appraisal of the value of the net assets of the Acquired Fund Acquiring Portfolio or the Acquiring Fund Acquired Portfolio is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be [April 27__, 20072017], or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement transaction (the "Closing") shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsTime. The Closing shall be held at the offices of Virtus Investment Partners, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ LLP ▇▇▇▇▇ or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity Fund shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains JPMorgan Chase Bank, NA, as custodian for the Acquired Fund (the "Custodian"), to deliver, on the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at next business day after the Closing, a certificate of an authorized officer stating that (i) all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable, that are owned by the Assets Acquired Fund, and any rights to register shares under applicable securities laws, or deferred or prepaid expenses shown as an asset on the books of the Acquired Fund (collectively, the "Assets") shall have been so transferred delivered in proper form to the Acquiring Fund. The Acquired Fund shall have delivered to the Acquiring Fund a certificate executed in the Acquired Fund's name by its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquiring Fund, and dated as of the Closing Date, and (ii) to the effect that all necessary taxes in connection with the delivery of the Assets of the Acquired FundAssets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund's portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian as custodian for both Funds, from the Acquired Fund to the Acquiring Fund for examination no later than on the next business day following the Closing Date, and shall be transferred and delivered by the Acquired Fund on the next business day following the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of such depositories and the Custodian, the Acquired Fund's portfolio securities and instruments deposited with a "securities depository", as defined in Rule 17f-4 under the 1940 Act. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. 3.3 The Acquired Entity Fund shall direct PFPC Inc., Computershare Trust Company NA in its capacity as transfer agent for the Acquired Fund (the "Transfer Agent), ") to deliver to on the Acquiring Entity at next business day following the Closing Closing, a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders, and the number and percentage ownership of each outstanding class of Acquired Fund Shares shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Acquired Fund, or provide evidence satisfactory to the Acquired Fund a confirmation evidencing that (a) the appropriate number of such Acquiring Fund Shares have been credited to the Acquired Funds Fund's account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Fund. At the Closing, Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27[June 24], 20072009, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (“Closing”) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The “close of business business” on the Closing Date shall be as of 4:00 5:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsNew York time. The Closing shall be held at the offices of ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP Investment Management Inc. or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity Trust I and Trust II shall direct State Street Bank and Trust Company JPMorgan Chase Bank, N.A. (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains “JPMCB”), as custodian for the each Acquired Fund to the accounts of the Acquiring (“Acquired Fund that the Custodian maintains as custodian for the Acquiring Fund and Custodian”), to deliver to Trust I or Trust II, on behalf of each of the respective Acquiring EntityFunds, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the each Acquired Fund have been so transferred as of delivered in proper form to the respective Acquiring Fund on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Each Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to JPMCB, as the custodian for each Acquiring Fund (“Acquiring Fund Custodian”). Such presentation shall be made for examination no later than five business days preceding the Closing Date, and such 5 certificates and other written instruments shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the respective Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Acquired Fund Custodian shall deliver to the Acquiring Fund Custodian as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and of each securities depository, as defined in Rule 17f-4 under the 1940 Act, the Assets of each Acquired Fund deposited with such depositories. The cash to be transferred by each Acquired Fund shall be delivered to the Acquiring Fund Custodian on the Closing Date. 3.3 The Acquired Entity Trust I and Trust II shall direct PFPC Boston Financial Data Services, Inc., in its capacity as transfer agent for the each Acquired Fund (“Transfer Agent”), to deliver to Trust I and Trust II, on behalf of the respective Acquiring Entity Funds at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder Shareholder immediately prior to the Closing. The Each Acquiring Fund shall deliver to the Secretary of the respective Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the such Acquired Funds Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.51.4. At the Closing, Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on at the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the any Acquiring Fund or the any Acquired Fund (each, each an “Exchange”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the any Acquired Fund or the any Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board of Trustees of Trust I with respect to either the Trust I Acquiring Fund or Trust I Acquired Funds and the Acquired Entity Board of Trustees of Trust II with respect to either the Trust II Acquiring Funds or Trust II Acquired FundFunds), the Closing Date shall be postponed with respect to such Acquired Fund or Acquiring Fund until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the 3.1. The Closing Date shall be April 27November 10, 2007, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m.4:00p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsTime. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP the Acquiring Portfolio or at such other time and/or place as the parties may agree. 3.2 3.2. The Acquired Entity Portfolio shall direct State Street the Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains New York Company, Inc., as custodian for the Acquired Fund Portfolio (the “Custodian”), to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entitydeliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund shall have been so transferred as of delivered in proper form to the Acquiring Portfolio within two business days prior to or on the Closing Date, ; and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired FundAssets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Portfolio’s portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to the custodian for the Acquiring Portfolio no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Portfolio as of the Closing Date for the account of the Acquiring Portfolio duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Acquired Portfolio’s Assets are deposited, the Acquired Portfolio’s portfolio securities and instruments deposited with such depositories. The cash to be transferred by the Acquired Portfolio shall be delivered by wire transfer of federal funds on the Closing Date. 3.3 3.3. The Acquired Entity Portfolio shall direct PFPC Inc.DST Systems, in its capacity as transfer agent for Inc. (the “Transfer Agent”), on behalf of the Acquired Fund (Transfer Agent)Portfolio, to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Portfolio Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares ADV Class, Class I, and Class S shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund Portfolio shall issue and deliver a confirmation evidencing the Acquiring Portfolio Shares to be credited on the Closing Date to the Secretary of the Acquiring Portfolio, or provide evidence satisfactory to the Acquired Fund a confirmation evidencing Portfolio that (a) the appropriate number of such Acquiring Fund Portfolio Shares have been credited to the Acquired Funds Portfolio’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Portfolio. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund Portfolio or the Acquired Fund (each, an Exchange) Portfolio shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Board of Directors of the Acquired Portfolio or the Board of Trustees of the Acquiring Portfolio, accurate appraisal of the value of the net assets of the Acquired Fund Acquiring Portfolio or the Acquiring Fund Acquired Portfolio is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the 3.1. The Closing Date shall be April 27June 12, 2007, 2009 or such other date as the parties may agreeagree to in writing. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsTime. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP the Acquiring Trust or at such other time and/or place as the parties may agree. 3.2 3.2. The Acquired Entity Trust shall direct State Street Bank and Custodial Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains Company, as custodian for the Acquired Fund Funds (the “Custodian”), to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entitydeliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund shall have been so transferred as of delivered in proper form to each Acquiring Fund within two business days prior to or on the Closing Date, ; and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired FundAssets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3 The . Each Acquired Entity Fund’s portfolio securities represented by a certificate or other written instrument shall direct PFPC Inc.be presented by the Custodian to the custodian for the Acquiring Fund for examination no later than five business days preceding the Closing Date, in its capacity as transfer agent for and shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the corresponding Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Acquired Trust on behalf of each Acquired Fund, shall direct the Custodian to deliver as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Assets are deposited, the Acquired Fund’s portfolio securities and instruments deposited with such depositories. The cash to be transferred by an Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. 3.3. The Acquired Trust shall direct U.S. Bancorp Fund Services, LLC (the “Transfer Agent”), on behalf of each Acquired Fund, to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class shares (of Acquired Fund Shares the classes listed in Exhibit A) owned by each such shareholder immediately prior to the Closing. The Each Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the corresponding Acquired Fund a confirmation evidencing Fund, or provide evidence satisfactory to the Acquired Trust that (a) the appropriate number of such Acquiring Fund Shares have been credited to the corresponding Acquired Funds Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Fund. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the an Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Board of Trustees of the Acquired Trust accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27October 28, 2007, 2009 or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement Plan (“Closing”) shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., p.m. Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendstime. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP the Funds or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity Eclipse Funds Inc. shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund (“Custodian”), to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entitydeliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets shall have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the Acquired Fund have been so transferred assets of the Acquiring Fund, which Custodian also serves as of the custodian for the Acquiring Fund. Such presentation shall be made for examination no later than five business days preceding the Closing Date, and (ii) all necessary taxes shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in connection proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Closing Date by book entry, in accordance with the delivery customary practices of the Assets Custodian and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (“1940 Act”), in which the Acquired Fund’s Assets are deposited, including all applicable federal and state stock the Acquired Fund’s Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer stamps, if any, have been paid or provision for payment has been madeof Federal funds on the Closing Date. 3.3 The Acquired Entity Eclipse Funds Inc. shall direct PFPC Inc.NYLIM Service Company LLC, in its capacity as transfer agent for the Acquired Fund (“Transfer Agent”), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares Investor Class, Class A, Class B, Class C and Class I shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Acquired Fund prior to the Closing Date a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares will be credited to the Acquired Fund on the Closing Date, or provide other evidence satisfactory to the Acquired Fund as of the Closing Date that such Acquiring Fund Shares have been credited to the Acquired Funds account Fund’s accounts on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Fund. At the Closing, Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an “Exchange”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Boards, accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the 3.1. The Closing Date shall be April 27September 20, 20072024, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (“Closing”) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The “close of business business” on the Closing Date shall be as of 4:00 5:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsTime. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP PIMCO or at such other time and/or place place, including by virtual means, as the parties may agree. 3.2 The Acquired Entity 3.2. PIMCO Funds shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains “State Street”), as custodian for the Acquired Fund (“Acquired Fund Custodian”), to the accounts deliver to PIMCO ETF Trust, on behalf of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring EntityFund, at the ClosingSettlement Date, as defined below, a certificate of an authorized officer stating that (i) the all Transferred Assets of the Acquired Fund held by the Acquired Fund Custodian on behalf of the Acquired Fund pursuant to the Acquired Fund’s custody agreement with the Acquired Fund Custodian have been so transferred delivered to the Acquiring Fund, as of the Closing settlement date of September 23, 2024 (the “Settlement Date”), (ii) the Acquired Fund Custodian has paid any and all taxes with respect to the Acquired Fund that the Acquired Fund has specifically and properly instructed the Acquired Fund Custodian to pay, and agrees to notify the Acquiring Fund in the event it receives notification of any additional taxes that would be due with respect to the Acquired Fund, and (iiiii) all necessary taxes income that is received by the Acquired Fund Custodian after the Settlement Date for the account of the Acquired Fund will be credited to the Acquiring Fund in connection accordance with Section 3.L of the January 1, 2000 Custody and Investment Accounting Agreement between the Acquired Fund and the Acquired Fund Custodian, as amended from time to time. The Acquired Fund Custodian shall deliver to State Street, as the custodian for the Acquiring Fund (the “Acquiring Fund Custodian”), as of the Settlement Date by book entry, in accordance with the delivery customary practices of the Acquired Fund Custodian and of each securities depository, as defined in Rule 17f-4 under the 1940 Act, the Transferred Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been madeFund deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered to the Acquiring Fund Custodian on the Settlement Date. 3.3 The Acquired Entity 3.3. PIMCO Funds shall direct PFPC Inc.SS&C Global Investor and Distribution Solutions, Inc. (“SS&C GIDS”), in its capacity as transfer agent for the Acquired Fund (“Transfer Agent”), to deliver to PIMCO ETF Trust, on behalf of the Acquiring Entity Fund at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder Shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.51.4. At the Closing, Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 3.4. In the event that on at the Valuation Date (a) the New York Stock Exchange NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, each an “Exchange”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets Assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board of Trustees of PIMCO Funds, with respect to the Acquired Fund and of the Board of Trustees of PIMCO ETF Trust with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27January 14, 20072005, or such other date as upon which the parties parties, through their duly authorized officers, may mutually agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date Date, unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at 9:00 a.m. at the offices of [Victory at 127 Public Square, Cle▇▇▇▇▇▇, ▇▇▇▇], ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other time and/or place as to which the parties may mutually agree. 3.2 The Acquired Entity Fund shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the KeyBank, as Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and Fund, to deliver to the Acquiring Entity, at the Closing, Closing a certificate of an authorized officer of KeyBank stating that that: (i) the Assets of the Acquired Fund have been so transferred as of delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date, Date and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired FundAssets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3 . The Acquired Entity Fund's securities represented by a certificate or other written instrument shall direct PFPC Inc., in its capacity as transfer agent for be transferred and delivered by the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at as of the Closing a certificate of an authorized officer stating that its records contain Date for the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant duly endorsed in proper form for transfer in such condition as to paragraph 1.1 prior constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of such depositories and the Custodian, the Acquired Fund's Acquired Fund securities and instruments deposited with a securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act"). The cash to the actions contemplated be transferred by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders shall be delivered by KeyBank by wire transfer of federal funds on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably requestClosing Date. 3.4 In the event that 3.3 If on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon thereon shall be restricted, or (b) trading or the reporting of trading on such said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Acquiring Fund or the Acquiring Acquired Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when such trading shall have been fully resumed and such reporting shall have been restored. 3.4 The Acquired Fund shall direct BISYS, as transfer agent for the Acquired Fund (the "Transfer Agent"), to deliver at the Closing a certificate of an authorized officer of the Transfer Agent stating that its records contain the names and addresses of the Acquired Fund Shareholders and the number, share class and percentage ownership of outstanding Acquired Fund shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Trust, or provide evidence satisfactory to the Trust that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 2726, 2007, 2002 or such other date on or before December 31, 2002 as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held as of 5:00 p.m. at the offices of the Funds, 20 William Street, Suite 310, Wellesley Hills, Massachusetts 02481, or a▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Portfolio securities that are not held in book-entry form in the name of Boston Safe Deposit & Trust Company Co. (the "Custodian") to transfer ownership of the Assets from the accounts of as record holder for the Acquired Fund that the Custodian maintains as custodian for shall be presented by the Acquired Fund to the accounts Custodian for examination no later than three business days preceding the Closing Date. Portfolio securities which are not held in book-entry form shall be delivered by the Acquired Fund to the Custodian for the account of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and (ii) shall be accompanied by all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid stamps or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent a check for the Acquired Fund (Transfer Agent), to deliver to appropriate purchase price thereof. Portfolio securities held of record by the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary Custodian in book-entry form on behalf of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited shall be delivered to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to by the actions contemplated Custodian by paragraph 1.5 and (b) recording the appropriate number transfer of Acquiring Fund Shares have been credited to beneficial ownership thereof on its records. The cash delivered shall be in the accounts form of currency or by the Acquired Fund Shareholders on the books of Custodian crediting the Acquiring Fund pursuant to paragraph 1.5. At Fund's account maintained with the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably requestCustodian with immediately available funds. 3.4 3.3 In the event that on the Valuation Closing Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon thereon shall be restricted, restricted or (b) trading or the reporting of trading on such said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Acquiring Fund or the Acquiring Acquired Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored on or before December 31, 2002, this Agreement may be terminated by the Acquiring Fund or by the Acquired Fund upon the giving of written notice to the other party. 3.4 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status of the Acquired Fund shareholders and the number of outstanding shares of beneficial interest of the Acquired Fund owned by each such shareholder, all as of the close of business on the Closing Date, certified by its Treasurer, Secretary or other authorized officer (the "Shareholder List"). The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein2.1 The Closing shall occur as of 9:00 a.m. on April, the Closing Date shall be April 27, 2007, 2011 or such other date as to which the parties may agreemutually agree (the “Closing Date”). All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsprovided. The Closing shall be held at the offices of the Funds at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP , or at such other time and/or place as the parties may mutually agree. 3.2 2.2 The Acquired Entity Fund shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring EntityFund at the Closing a statement of assets and liabilities, at including a schedule of the Assets setting forth for all portfolio securities thereon their adjusted tax basis and holding period by lot, as of the Closing, certified by the Predecessor Company’s Treasurer or Assistant Treasurer. The Custodian shall deliver at the Closing a certificate of an authorized officer stating that the Assets have been delivered in proper form to the Custodian, on behalf of the Acquiring Fund, prior to or on the Closing Date. 2.3 If on the Valuation Date (ia) the Assets NYSE or another primary trading market for portfolio securities of the Acquired Fund have been is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted so transferred as that accurate appraisal of the Closing Date, and (ii) all necessary taxes in connection with the delivery value of the Assets net assets of the Acquired FundFund or determination of the net asset value of any class of its shares is impracticable, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment the Closing Date shall be postponed until the first business day after the day when trading has been madefully resumed and reporting has been restored. 3.3 2.4 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to shall deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited to the Acquired Fund on the Closing Date to the Secretary of the Predecessor Company or provide evidence satisfactory to the Acquired Fund a confirmation evidencing that (a) the appropriate number of such Acquiring Fund Shares have been credited to the Acquired Funds Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Fund. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27June 12, 20072009, or such other date as the parties may agree. All acts taking place at necessary to consummate the closing of Reorganization (the transactions provided for in this Agreement ("Closing") shall be deemed to take place simultaneously as of the close of business 5:00 p.m. (Eastern time) on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of ▇▇▇Bingham McCutchen LLP, One Federal Street, Boston, Massachusetts, or at ▇▇▇▇ ▇▇h▇▇ ▇▇▇▇▇ as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of Brown Brothers Harriman & Co. (the "Acquired Fund Custodian") as record ▇▇▇▇▇r for the ▇▇▇▇▇▇▇▇ LLP or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity Fund shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of be presented by the Acquired Fund that to Brown Brothers Harriman & Co. (the Custodian maintains as custodian "Acquiring Fund Custodian") for exami▇▇▇▇▇n no later ▇▇▇▇ ▇▇ree(3) business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the accounts Acquiring Fund Custodian for the account of the Acquiring Fund that on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian maintains as custodian for in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and to deliver by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Entity, at Fund Custodian the Closing, cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that that: (ia) the Acquired Assets of the Acquired Fund have been so transferred as of delivered in proper form to the Acquiring Fund on the Closing Date, and (iib) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid paid, or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., made in its capacity conjunction with the delivery of portfolio securities as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary part of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably requestAssets. 3.4 In the event that If on the Valuation Closing Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be is closed to trading or trading thereupon thereon shall be restricted, restricted or (b) trading or the reporting of trading on such Exchange exchange or elsewhere shall be is disrupted so that accurate appraisal of the value NAV of the net assets of Acquiring Fund Shares or the Acquired Fund or the Acquiring Fund pursuant to Paragraph 2.1 is impracticable (in the judgment of the Acquiring Entity Trust Board with respect to the Acquiring Fund and the Acquired Entity Trust Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of the Acquired Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Acquired Trust's records by such officers or one of the Acquired Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 Subject The Closing Date shall be August 12,1999 or such later date as the parties may agree in writing, provided that the Closing Date shall be a date on which an “Auction” would ordinarily occur with respect to shares of the terms and conditions set forth hereinAcquired Fund, MuniPreferred Series TH if shares of MuniPreferred Series TH are issued in connection with the Reorganization. If shares of MuniPreferred Series TH2 are issued in connection with the Reorganization, the Closing Date shall be April 27August 12, 2007, 1999 or such other later date as the parties may agreeagree in writing, provided that the Closing Date shall not be a date on which an “Auction” would ordinarily occur with respect to shares of Acquired Fund’s MuniPreferred, Series TH. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of the close of business on the Closing Date Effective Time unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsprovided. The Closing shall be held at the offices office of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP the Acquiring Fund or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains Chase as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to Fund, shall deliver to the Acquiring Entity, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares Acquired Fund’s portfolio securities, cash and any other assets have been credited transferred in proper form to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to on the actions contemplated by paragraph 1.5 Closing Date and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificatesall necessary taxes, if any, receipts have been paid, or other documents as provision for payment has been made, in conjunction with the other party or its counsel may reasonably requestdelivery of portfolio securities. 3.4 3.3 In the event that on the Valuation proposed Closing Date (a) the New York Stock Exchange NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be AMEX is closed to trading or trading thereupon shall be restricted, thereon is restricted or (b) trading or the reporting of trading on such Exchange the NYSE or AMEX or elsewhere shall be is disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or of the net asset value per Acquiring Fund Common Share is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day date when such trading shall have been fully resumed and such reporting shall have been restored, provided that if shares of Acquiring Fund MuniPreferred Series TH are issued in connection with the Reorganization, that such day is a Thursday on which an Auction would ordinarily occur with respect to shares of the Acquired Fund MuniPreferred, Series TH and provided that if shares of Acquired Fund’s MuniPreferred, Series TH2 are issued in connection with the Reorganization such day is not a day on which an Auction would ordinarily occur with respect to shares of the Acquired Fund’s MuniPreferred, Series TH. 3.4 The Acquired Fund shall deliver to the Acquiring Fund on or prior to the Liquidation Date a list of the names and addresses of its shareholders and the number of outstanding shares of the Acquired Fund owned by each such shareholder (the “Shareholder Lists”), all as of the Effective Time, certified by the Secretary or Assistant Secretary of the Acquired Fund. The Acquiring Fund shall issue and deliver to the Acquired Fund at the Closing a confirmation or other evidence satisfactory to the Acquired Fund that Acquiring Fund Shares have been or will be credited to the Acquired Fund’s account on the books of the Acquiring Fund. At the Closing each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts and other documents as such other party or its counsel may reasonably request to effect the transactions contemplated by this Agreement.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27May 5, 20072006, or such other later date as the parties may agreeagree to in writing. All acts taking place at the closing necessary to consummation of the transactions provided for in this Agreement Reorganization (the "Closing") shall be deemed to take place simultaneously as of the close of business 5:00 p.m. (Eastern time) on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsprovided. The Closing shall be held at the offices of NBMI, 605 Third Avenue, 2nd floor, New York, New York 10158-0006 or at such other place as the parties may agree. 3.2 Portfolio securities that are held other than in book-entry form in the name of _____________________ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇") ▇▇ LLP or at such other time and/or place as ▇▇▇ord holder for the parties may agree. 3.2 The Acquired Entity Portfolio shall direct be presented by the Acquired Portfolio to State Street Bank and Trust Company (the "Acquiring Portfolio Custodian") for examination no later than three business days preceding the Closing Date. The Acquired Portfolio shall instruct the Acquired Portfolio Custodian that such portfolio securities shall be delivered by the Acquired Portfolio to transfer ownership the Acquiring Portfolio Custodian for the account of the Assets from Acquiring Portfolio on the accounts Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers and custodians, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Portfolio Custodian in book-entry form on behalf of the Acquired Fund that the Custodian maintains as custodian for Portfolio shall be delivered by the Acquired Fund Portfolio Custodian through the Depository Trust Company to the accounts Acquiring Portfolio Custodian and by the Acquiring Portfolio Custodian recording the beneficial ownership thereof by the Acquiring Portfolio on the Acquiring Portfolio Custodian's records. Any cash shall be delivered by the Acquired Portfolio Custodian transmitting immediately available funds by wire transfer to the Acquiring Portfolio Custodian the cash balances maintained by the Acquired Portfolio Custodian and the Acquiring Portfolio Custodian crediting such amount to the account of the Acquiring Fund that Portfolio. 3.3 The Acquired Portfolio shall instruct the Acquired Portfolio Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at SBL Fund within one business day after the Closing, Closing a certificate of an authorized officer stating that that: (ia) the Acquired Assets of the Acquired Fund have been so transferred as of delivered in proper form to the Acquiring Portfolio on the Closing Date, and (iib) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid paid, or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., made in its capacity conjunction with the delivery of portfolio securities as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary part of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably requestAssets. 3.4 In the event that If on the Valuation Closing Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be is closed to trading or trading thereupon thereon shall be restricted, restricted or (b) trading or the reporting of trading on such Exchange exchange or elsewhere shall be is disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment NAV of the Acquiring Entity Board with respect to the Acquiring Fund and Portfolio Shares or the Acquired Entity Board with respect Portfolio Shares pursuant to the Acquired Fund)Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Portfolio shall deliver to the Acquiring Trust at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status of the Acquired Portfolio Shareholders and the number of outstanding Acquired Portfolio Shares owned by each Acquired Portfolio Shareholder as of the Valuation Time, certified by an authorized officer of SBL Fund (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Portfolio Shareholders, (b) provided by the Acquired Portfolio Custodian, or (c) derived from the SBL Fund's records by such officers or by an SBL Fund's service provider. The Acquiring Portfolio shall issue and deliver to the Acquired Portfolio a confirmation evidencing the Acquiring Portfolio Shares to be credited on the Closing Date, or provide evidence reasonably satisfactory to the Acquired Portfolio that such Acquiring Portfolio Shares have been credited to the Acquired Portfolio's account on the books of the Acquiring Portfolio. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request reflecting ownership of shares of the Acquired Portfolio and ownership of shares of the Acquiring Portfolio issued in connection with this Agreement.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27December 16, 2007, 2005 or such other date on or before March 31, 2006 as the parties may agree. All acts taking place at the The closing of the transactions provided for in this Agreement reorganization (the "Closing") shall be deemed to take place simultaneously held as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held 5:00 p.m. at the offices of the Trust and Strategic Series, 601 Congress Street, Bo▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ & ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ LLP or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company (Portfolio securities that are not held in book-entry form in the Custodian) to transfer ownership name of the Assets from the accounts of Custodian as record holder for the Acquired Fund that the Custodian maintains as custodian for shall be presented by the Acquired Fund to the accounts Custodian for examination no later than three business days preceding the Closing Date. Portfolio securities which are not held in book-entry form shall be delivered by the Acquired Fund to the Custodian for the account of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and (ii) shall be accompanied by all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid stamps or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent a check for the Acquired Fund (Transfer Agent), to deliver to appropriate purchase price thereof. Portfolio securities held of record by the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary Custodian in book-entry form on behalf of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited shall be delivered to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to by the actions contemplated Custodian by paragraph 1.5 and (b) recording the appropriate number transfer of Acquiring Fund Shares have been credited to beneficial ownership thereof on its records. The cash delivered shall be in the accounts form of currency or by the Acquired Fund Shareholders on the books of Custodian crediting the Acquiring Fund pursuant to paragraph 1.5. At Fund's account maintained with the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably requestCustodian with immediately available funds. 3.4 3.3 In the event that on the Valuation Closing Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon thereon shall be restricted, restricted or (b) trading or the reporting of trading on such said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Acquiring Fund or the Acquiring Acquired Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored on or before January 1, 2006, this Agreement may be terminated by the Acquiring Fund or by the Acquired Fund upon the giving of written notice to the other party. 3.4 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status of the Acquired Fund shareholders and the number of outstanding shares of each class of beneficial interest of the Acquired Fund owned by each such shareholder, all as of the close of business on the Closing Date, certified by its Treasurer, Secretary or other authorized officer (the "Shareholder List"). The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27February 25, 2007, 2005 or such other later date as the parties may agreeagree to in writing. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of the close of business 5:00 p.m. (Eastern time) on the Closing Date unless otherwise agreed to by provided (the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends"Closing"). The Closing shall be held at the offices of Wilmer Cutler Pickerin▇ ▇▇▇▇ ▇▇▇ ▇▇r▇ ▇▇▇, ▇▇ ▇▇▇▇e Str▇▇▇, Bosto▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ce as the parties may agree. 3.2 Portfolio securities that are not held in book-entry form in the name of the Acquired Fund Custodian as record holder for the Acquired Fund shall be presented by the Acquired Fund to Brown Brothers Harrima▇ & ▇o. (the "A▇▇▇▇▇▇▇▇ LLP or at such other time and/or place as Fund Custodian") for examination no later than three business days preceding the parties may agree. 3.2 The Acquired Entity Closing Date. Portfolio securities which are not held in book-entry form shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for be delivered by the Acquired Fund to the accounts Acquiring Fund Custodian for the account of the Acquiring Fund that on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian maintains as custodian for in book-entry form on behalf of the Acquired Fund shall be delivered to the Acquiring Fund and to by the Acquired Fund Custodian by recording the transfer of beneficial ownership thereof on the Acquired Fund Custodian's records. 3.3 The Acquiring Fund Custodian shall deliver to within one business day after the Acquiring Entity, at the Closing, Closing a certificate of an authorized officer stating that that: (ia) the Acquired Assets of the Acquired Fund have been so transferred as of delivered in proper form to the Acquiring Fund on the Closing Date, and (iib) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid paid, or provision for payment has shall have been made. 3.3 The made in conjunction with the delivery of portfolio securities as part of the Acquired Entity Assets. Any cash delivered shall direct PFPC Inc., be in its capacity as transfer agent for the form of currency or by the Acquired Fund (Transfer Agent), to deliver to Custodian crediting the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds Fund's account on the books of maintained with the Acquiring Fund Custodian with immediately available funds by wire transfer pursuant to paragraph 1.1 instruction delivered prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Closing Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be is closed to trading or trading thereupon thereon shall be restricted, or (b) trading or the reporting of trading on such Exchange exchange or elsewhere shall be is disrupted so that accurate appraisal of the value NAV of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and Shares or the Acquired Entity Board with respect Assets pursuant to the Acquired Fund)Paragraph 2.1 is impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list (which may be in electronic form) of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding shares of beneficial interest of the Acquired Fund owned by each such Acquired Fund Shareholder as of the Valuation Time, certified by the President or a Secretary of Cullen Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from Cullen Trust's records by such officers or one of Cullen Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the 3.1. The Closing Date shall be April 27October 20, 20072014, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (“Closing”) shall be deemed to take place simultaneously as of immediately prior to the close opening of business on the Closing Date unless otherwise agreed to by the parties. The close opening of business on the Closing Date shall be as of 4:00 p.m.the opening of business on the NYSE (ordinarily 9:30 a.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsTime). The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP HIMCO Variable Insurance Trust or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity 3.2. Hartford Series Fund shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank, N.A., as custodian for the each Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and (“Custodian”), to deliver to the Acquiring Entity, Registrants at the Closing, Closing a certificate of an authorized officer of the Custodian stating that (i) the Assets of the each Acquired Fund have been so transferred as delivered in proper form to the corresponding Acquiring Fund on the Closing Date. Each Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons who have primary responsibility for the safekeeping of the assets of the corresponding Acquiring Fund. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and (ii) all necessary taxes such certificates and other written instruments shall be transferred and delivered by each Acquired Fund as of the Closing Date for the account of the corresponding Acquiring Fund duly endorsed in connection proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons who have primary responsibility for the safekeeping of the assets of each Acquiring Fund as of the Closing Date by book entry, in accordance with the delivery customary practices of the Assets Custodian and such persons and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (“1940 Act”), in which the corresponding Acquired Fund’s Assets are deposited, including all applicable federal and state stock the corresponding Acquired Fund’s Assets deposited with such depositories. The cash to be transferred by each Acquired Fund shall be delivered by wire transfer stamps, if any, have been paid or provision for payment has been madeof Federal funds on the Closing Date. 3.3 The Acquired Entity 3.3. Hartford Series Fund shall direct PFPC Inc.Hartford Administrative Services Company, in its capacity as transfer agent for the Acquired Fund Funds (“Transfer Agent”), to deliver to the Acquiring Entity Registrants at the Closing a certificate of an authorized officer of the Transfer Agent stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing HIMCO Variable Insurance Trust shall confirm that (a) the appropriate number of Acquiring Fund Shares have been credited to the corresponding Acquired Funds Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 herein prior to the actions contemplated by paragraph 1.5 1.4 herein and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the corresponding Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.51.4 herein. At the Closing, each party Closing the Registrants shall deliver to the other party execute such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably requestnecessary to effect each Reorganization. 3.4 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the an Acquired Fund (each, an “Exchange”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Board of Directors of Hartford Series Fund, accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading earliest practicable date. 3.5. Prior to Closing, HIMCO Variable Insurance Trust shall have been fully resumed authorized the issuance of and reporting shall have been restoredissued an Acquiring Fund Share of each Acquiring Fund to Hartford Investment Management Company in consideration of the payment of the offering price of such Acquiring Fund Share, as determined by HIMCO Variable Insurance Trust’s Board of Trustees, for the purpose of enabling Hartford Investment Management Company to vote to (a) approve the investment management agreement between HIMCO Variable Insurance Trust, on behalf of each Acquiring Fund, and Hartford Investment Management Company; (b) approve any plan adopted by an Acquiring Fund pursuant to Rule 12b-1 under the 1940 Act; and (c) take such other steps related to the inception of operations of the Acquiring Funds as deemed necessary or appropriate by the Trustees of HIMCO Variable Insurance Trust. At the effective time of Closing, each Acquiring Fund Share issued pursuant to this paragraph 3.5 shall be redeemed by that Acquiring Fund at the offering price of an Acquiring Fund Share.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the 3.1. The Closing Date shall be April 2726, 2007, 2008 or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m.4:00p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsTime. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP the Acquiring Portfolio or at such other time and/or place as the parties may agree. 3.2 3.2. The Acquired Entity Portfolio shall direct State Street the Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains New York Mellon Corporation, as custodian for the Acquired Fund Portfolio (the “Custodian”), to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entitydeliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund shall have been so transferred as of delivered in proper form to the Acquiring Portfolio within two business days prior to or on the Closing Date, ; and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired FundAssets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Portfolio’s portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to the custodian for the Acquiring Portfolio no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Acquired Portfolio as of the Closing Date for the account of the Acquiring Portfolio duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Acquired Portfolio’s Assets are deposited, the Acquired Portfolio’s portfolio securities and instruments deposited with such depositories. The cash to be transferred by the Acquired Portfolio shall be delivered by wire transfer of federal funds on the Closing Date. 3.3 3.3. The Acquired Entity Portfolio shall direct PFPC Inc.DST Systems, in its capacity as transfer agent for Inc. (the “Transfer Agent”), on behalf of the Acquired Fund (Transfer Agent)Portfolio, to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Portfolio Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares Class I and Class S shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund Portfolio shall issue and deliver a confirmation evidencing the Acquiring Portfolio Shares to be credited on the Closing Date to the Secretary of the Acquiring Portfolio, or provide evidence satisfactory to the Acquired Fund a confirmation evidencing Portfolio that (a) the appropriate number of such Acquiring Fund Portfolio Shares have been credited to the Acquired Funds Portfolio’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Portfolio. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund Portfolio or the Acquired Fund (each, an Exchange) Portfolio shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Board of Directors of the Acquired Portfolio or the Board of Trustees of the Acquiring Portfolio, accurate appraisal of the value of the net assets of the Acquired Fund Acquiring Portfolio or the Acquiring Fund Acquired Portfolio is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to Consummation of the terms Reorganization and conditions set forth hereinrelated acts (the "Closing") shall occur on August 29, the Closing Date shall be April 27, 2007, 2002 or such other date as to which the parties may agreemutually agree (the "Closing Date"). All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsprovided. The Closing shall be held at 4:30 p.m., Eastern time, at the offices of Dreyfus, 200 Park Avenue, New Yo▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP d/or at such other time and/or place as the parties may mutually agree. 3.2 The Acquired Entity Fund shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring EntityFund at the Closing a statement of assets and liabilities, at including a schedule of the Assets setting forth for all portfolio securities thereon their adjusted tax basis and holding period by lot, as of the Closing, certified by the Company's Treasurer or Assistant Treasurer. The Custodian shall deliver at the Closing a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of presented for examination to the Acquiring Fund prior to the Closing Date, Date and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been madedelivered in proper form to the Acquiring Fund. 3.3 If on the Valuation Date (a) the NYSE or another primary trading market for portfolio securities of either Fund is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted so that accurate appraisal of the value of the net assets of either Fund or determination of the net asset value of any class of their shares is impracticable, the Closing Date shall be postponed until the first business day after the day when trading has been fully resumed and reporting has been restored. 3.4 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to shall deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited to the Acquired Fund on the Closing Date to the Secretary of the Company or provide evidence satisfactory to the Acquired Fund a confirmation evidencing that (a) the appropriate number of such Acquiring Fund Shares have been credited to the Acquired Funds Fund's account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Fund. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the 3.1. The Closing Date shall be April 27March __, 20072008, or such other later date as the parties may agreeagree to in writing. All acts taking place at necessary to consummation the closing of Reorganization (the transactions provided for in this Agreement (“Closing”) shall be deemed to take place simultaneously as of the close of business 5:00 p.m. (Eastern Time) on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsprovided. The Closing shall be held at the offices of Dechert LLP, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ & ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ LLP , or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct 3.2. Portfolio securities that are held other than in book-entry form in the name of State Street Bank & Trust Company shall be duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by State Street Bank (the “Acquired Fund Custodian”) in book-entry form on behalf of each Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company (the CustodianState Street) to transfer the Acquiring Fund Custodian and by the Acquiring Fund Custodian recording the beneficial ownership of thereof by each Acquiring Fund on the Assets from the accounts of Acquiring Fund Custodian’s records. Any cash shall be delivered by the Acquired Fund that Custodian transmitting immediately available funds by wire transfer to the Acquiring Fund Custodian maintains as custodian for the cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the accounts account of the Acquiring Fund that the Custodian maintains as custodian for the Fund. 3.3. The Acquiring Fund and to Custodian shall deliver to within one business day after the Acquiring Entity, at the Closing, Closing a certificate of an authorized officer stating that that: (ia) the Acquired Assets of the Acquired Fund have been so transferred as of delivered in proper form to each Acquiring Fund on the Closing Date, and (iib) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid paid, or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., made in its capacity conjunction with the delivery of portfolio securities as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary part of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account Assets. 3.4. If on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Closing Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be is closed to trading or trading thereupon thereon shall be restricted, restricted or (b) trading or the reporting of trading on such Exchange exchange or elsewhere shall be is disrupted so that accurate appraisal of the value NAV of the net assets of Acquiring Fund Shares or the Acquired Fund or the Acquiring Fund Shares pursuant to Paragraph 2.1 is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5. Each Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of each class of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by both the President or a Secretary of FFTW Funds and its Treasurer or other authorized officer (the “Shareholder List”) as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from FFTW Funds’ records by such officers or one of FFTW Funds’ service providers. Each Acquiring Fund shall issue and deliver to each corresponding Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the 2.1. The Closing Date shall be April 27[June 10], 20072016, or such other later date as the parties may agreeagree to in writing. All acts taking place at necessary to consummate the closing of Reorganization (the transactions provided for in this Agreement (“Closing”) shall be deemed to take place simultaneously as of the close of business 5:00 p.m. (Eastern time) on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsprovided. The Closing shall be held at the principal offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP the Acquiring Fund or at such other time and/or place as the parties may agreeagree in writing. 3.2 The 2.2. Portfolio securities of the Acquired Entity Fund that are held other than in book-entry form in the name of U.S. Bank National Association (the “Acquired Fund Custodian”) as custodian and record holder for the Acquired Fund shall direct be presented by the Acquired Fund to State Street Bank and Trust Company (the “Acquiring Fund Custodian”) to for examination no later than three business days preceding the Closing Date, together with a description of all contractual restrictions, if any, on the transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for Assets. Such portfolio securities shall be delivered by the Acquired Fund to the accounts Acquiring Fund Custodian for the account of the Acquiring Fund that on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian maintains as custodian for in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and to deliver by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian’s records. Any cash maintained by the Acquired Fund shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Entity, at Fund Custodian and the Closing, Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 2.3. The Acquired Fund shall direct the Acquired Fund Custodian to deliver within one business day after the Closing a certificate of an authorized officer stating that that: (ia) the Acquired Assets of the Acquired Fund have been so transferred as of delivered in proper form to the Acquiring Fund on the Closing Date, and (iib) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid paid, or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., made in its capacity conjunction with the delivery of portfolio securities as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary part of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account Assets. 2.4. If on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Closing Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be is closed to trading or trading thereupon thereon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 2.5. The Acquired Fund shall deliver, or cause its transfer agent to deliver, at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder immediately before Closing, certified by the President or the Secretary of AST and its Treasurer, Secretary or other authorized officer (the “Shareholder List”) as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund’s transfer agent, or (c) derived from AST’s records by such officers or one of AST’s service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, assumptions, stock certificates, receipts, or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 Subject to Consummation of the terms Reorganization and conditions set forth hereinrelated acts (the "Closing") shall occur on October 1, the Closing Date shall be April 27, 2007, 2001 or such other date as to which the parties may agreemutually agree (the "Closing Date"). All acts taking place at the closing of the transactions provided for in this Agreement (Closing) Closing shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsprovided. The Closing shall be held at 4:30 p.m., New York time, at the offices of Dreyfus, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ LLP , or at such other time and/or place as the parties may mutually agree. 3.2 The Acquired Entity Fund shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring EntityFund at the Closing a statement of assets and liabilities, at including a schedule of the Assets setting forth for all portfolio securities thereon their adjusted tax basis and holding period by lot, as of the Closing, a certificate of an authorized officer stating that (i) certified by the Assets of the Acquired Fund have been so transferred as of the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid Company's Treasurer or provision for payment has been made. 3.3 Assistant Treasurer. The Acquired Entity Custodian shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Assets have been presented for examination to the Acquiring Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver Closing Date and have been delivered in proper form to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably requestFund. 3.4 In the event that 3.3 If on the Valuation Date (a) the New York Stock Exchange NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon thereon shall be restricted, or (b) trading or the reporting of trading on such Exchange the NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Acquiring Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.4 The transfer agent for the Fund shall deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Fund Shareholders and the number and percentage ownership of outstanding Fund shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Company, or provide evidence satisfactory to the Fund that such Acquiring Fund Shares have been credited to the Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the Closing Date shall be April 27March 16, 2007, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27, 20072009, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (“Closing”) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The “close of business business” on the Closing Date shall be as of 4:00 5:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsTime. The Closing shall be held at the offices of ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP Investment Management Inc. or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity JPMIT shall direct State Street Bank and Trust Company JPMorgan Chase Bank, N.A. (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains “JPMCB”), as custodian for the Acquired Fund (“Acquired Fund Custodian”), to the accounts deliver to JPMIT, on behalf of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring EntityFund, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of delivered in proper form to the Acquiring Fund on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to JPMCB, as the custodian for the Acquiring Fund (“Acquiring Fund Custodian”). Such presentation shall be made for examination no later than five business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Acquired Fund Custodian shall deliver to the Acquiring Fund Custodian as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and of each securities depository, as defined in Rule 17f-4 under the 1940 Act, the Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered to the Acquiring Fund Custodian on the Closing Date. 3.3 The Acquired Entity JPMIT shall direct PFPC Boston Financial Data Services, Inc., in its capacity as transfer agent for the Acquired Fund (“Transfer Agent”), to deliver to JPMIT, on behalf of the Acquiring Entity Fund, at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.51.4. At the Closing, Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on at the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, each an “Exchange”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board of Trustees of JPMIT with respect to either the Acquiring Fund and the Acquired Entity Board with respect to or the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 2716, 20072004, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement transaction (the "Closing") shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividendsTime. The Closing shall be held at the offices of the Phoenix Life Insurance Company, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ & , ▇▇▇▇▇▇▇▇, ▇▇ LLP ▇▇▇▇▇ or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity Phoenix Trust shall direct State Street The Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains New York, as custodian for the Acquired Fund Merging Series (the "Custodian"), to deliver, on the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at next business day after the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of delivered in proper form to the Closing DateSurviving Series, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired FundAssets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Merging Series' portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to State Street Bank and Trust Company, as the custodian for the Surviving Series, no later than on the next business day following the Closing Date, and shall be transferred and delivered by the Merging Series on the next business day following the Closing Date for the account of the Surviving Series duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver on the next business day following the Closing Date by book entry, in accordance with the customary practices of such depositories and the Custodian, the Merging Series' portfolio securities and instruments deposited with a securities depository, as defined in Rule 17f-4 under the 1940 Act. The cash to be transferred by the Merging Series shall be delivered by wire transfer of federal funds on the next business day following the Closing Date. 3.3 The Acquired Entity Phoenix Trust shall direct PFPC Inc., in its capacity as transfer agent for Phoenix Equity Planning Corporation (the Acquired Fund ("Transfer Agent"), on behalf of the Merging Series, to deliver to on the Acquiring Entity at next business day following the Closing Closing, a certificate of by an authorized officer stating that its records contain the name names and address addresses of each Acquired Fund Shareholder the Merging Series Shareholders, and the number and percentage ownership of each outstanding class of Acquired Fund Shares shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund Surviving Series shall issue and deliver a confirmation evidencing the Surviving Series Shares to be credited on the Closing Date to the Secretary of the Acquired Fund a confirmation evidencing Surviving Series, or provide evidence satisfactory to the Merging Series that (a) the appropriate number of Acquiring Fund such Surviving Series Shares have been credited to the Acquired Funds Merging Series' account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5Surviving Series. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund Surviving Series or the Acquired Fund (each, an Exchange) Merging Series shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Board of Trustees of the Trusts, accurate appraisal of the value of the net assets of the Acquired Fund Surviving Series or the Acquiring Fund Merging Series, respectively, is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1 Subject to the terms and conditions set forth herein, the The Closing Date shall be April 27March 5, 20072010, or such other date as the parties may agree. All acts taking place at necessary to consummate the closing of Reorganization (the transactions provided for in this Agreement ("Closing") shall be deemed to take place simultaneously as of the close of business 5:00 p.m. (Eastern time) on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of Bingham McCutchen LLP, One Federal Street, Boston, Massachusetts, or at ▇▇▇▇ ▇t▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company Portfolio securities that are held other than in book-entry form in the name of Brown Brothers Harriman & Co. (the "Acquired Fund Custodian") to transfer ownership of as record ▇▇▇▇er for the Assets from the accounts of ▇▇▇▇▇▇▇d Fund shall be presented by the Acquired Fund that to Brown Brothers Harriman & Co. (the Custodian maintains as custodian "Acquiring Fund Custodian") for exam▇▇▇▇▇on no late▇ ▇▇▇▇ ▇hree (3) business days preceding the Closing Date. Such portfolio securities shall be delivered by the Acquired Fund to the accounts Acquiring Fund Custodian for the account of the Acquiring Fund that on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. Portfolio securities held of record by the Acquired Fund Custodian maintains as custodian for in book-entry form on behalf of the Acquired Fund shall be delivered by the Acquired Fund Custodian through the Depository Trust Company to the Acquiring Fund Custodian and to deliver by the Acquiring Fund Custodian recording the beneficial ownership thereof by the Acquiring Fund on the Acquiring Fund Custodian's records. Any cash shall be delivered by the Acquired Fund Custodian transmitting immediately available funds by wire transfer to the Acquiring Entity, at Fund Custodian the Closing, cash balances maintained by the Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount to the account of the Acquiring Fund. 3.3 The Acquiring Fund Custodian shall deliver within one business day after the Closing a certificate of an authorized officer stating that that: (ia) the Acquired Assets of the Acquired Fund have been so transferred as of delivered in proper form to the Acquiring Fund on the Closing Date, and (iib) all necessary transfer taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid paid, or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., made in its capacity conjunction with the delivery of portfolio securities as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary part of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably requestAssets. 3.4 In the event that If on the Valuation Closing Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be is closed to trading or trading thereupon thereon shall be restricted, restricted or (b) trading or the reporting of trading on such Exchange exchange or elsewhere shall be is disrupted so that accurate appraisal of the value NAV of the net assets of Acquiring Fund Shares or the Acquired Fund or the Acquiring Fund pursuant to Paragraph 2.1 is impracticable (in the judgment of the Acquiring Entity Trust Board with respect to the Acquiring Fund and the Acquired Entity Trust Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status and certificates of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of the Valuation Time, certified by the President or Vice President or a Secretary or Assistant Secretary of the Acquired Trust and its Treasurer, Secretary or other authorized officer (the "Shareholder List") as being an accurate record of the information (a) provided by the Acquired Fund Shareholders, (b) provided by the Acquired Fund Custodian, or (c) derived from the Acquired Trust's records by such officers or one of the Acquired Trust's service providers. The Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.