Common use of CLOSING AND CLOSING DATE Clause in Contracts

CLOSING AND CLOSING DATE. 4.1. The Closing Date shall be on such date as the Acquiring Fund and Target Fund may agree. The Closing shall be held at Columbia Threadneedle’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place as the parties may agree), on or before 8:59 A.M. ET on the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, shall be delivered by the Target Fund to the custodian for the account of the Acquiring Fund. All Investments so delivered 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 Investments 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian], custodian for [Acquiring Fund].” 4.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target Fund or the Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.4. At the Closing, the Target Fund or its transfer agent shall deliver to the Acquiring Fund or its designated agent a list of the names and addresses of the Target Fund’s shareholders and the number of outstanding shares of the class of the Target Fund owned by the Target Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 have been credited to the Target Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the party shall deliver to the other such bills of sale, instruments of assumption of Obligations, 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 article 2.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date shall be on such date as the Acquiring Fund and Target Fund parties may agree. The Closing shall be held at Columbia Threadneedle’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ the offices of the Acquiring Fund (or such other place as the parties may agree), on or before 8:59 A.M. ET on at such time as the parties may agree. 3.2. On the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as portfolio securities of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including Acquired Fund and all the Target Acquired Fund’s cash and Investments, shall be delivered by the Target Acquired Fund to The Bank of New York Mellon, as custodian for the custodian Acquiring Fund (the “Custodian”) for the account of the Acquiring Fund. All Investments so delivered , 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 Investments 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 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 “1940 Act”) ), and accompanied by all necessary federal and state stock transfer stamps 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, payable transferred to the order account of “[Custodian], custodian for [the Acquiring Fund at the Custodian in a manner acceptable to the Acquiring Fund].” 4.33.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target Acquired Fund or the Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 . 3.4. On the Valuation Closing Date, this Agreement may be terminated by either the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.4. At the Closing, the Target 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 Target Fund’s Acquired Fund shareholders and the number of outstanding shares of the class of the Target Acquired Fund owned by the Target each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the The Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 Section 1.1 shall have been credited to the Target Acquired Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Acquired Fund evidence reasonably satisfactory to the Target Acquired Fund that such Acquisition Acquiring Fund Shares have been credited pro rata within each class of shares to open accounts in the names of the Target Fund’s Acquired Fund shareholders as provided in paragraph 2.3Section 1.3. 4.53.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 article 2Section 1.

CLOSING AND CLOSING DATE. 4.13.1. The Closing shall take place on the Valuation Date or on the next business day following the Valuation Date (the “Closing Date”). The Closing shall be on held as of 9:00 a.m. Eastern time, or at such date other time as the Acquiring Fund and Target Fund parties may agree. The Closing shall be held at Columbia Threadneedle’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place as in a location mutually agreeable to the parties may agree), on or before 8:59 A.M. ET on hereto. All acts taking place at the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, shall be deemed to take place simultaneously as of 9:00 a.m. Eastern time on the Closing Date are effective and made as of the Closingunless otherwise provided. 4.23.2. As of Portfolio securities held by Acquired Fund and represented by a certificate or other written instrument shall be presented by it or on its behalf to State Street Bank and Trust Company (the Closing“Custodian”), as custodian for Acquiring Fund, for examination no later than five business days preceding the Target Fund’s Valuation Date. Such portfolio securities (together with any cash or other assets, including all the Target Fund’s cash and Investments, ) shall be delivered by the Target Acquired Fund to the custodian Custodian for the account of Acquiring Fund on or before the Acquiring Fund. All Investments so delivered to be Closing Date in conformity with applicable custody provisions under the 1940 Act and 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 Investments 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and brokers. The portfolio securities shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereofof such stamps. Portfolio securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the ▇▇▇▇ ▇▇▇) shall be delivered on or before the Closing Date by book-entry in accordance with customary practices of such depository and the Custodian. The cash delivered shall be in the form of currency or certified or official bank checksa Federal Funds wire, payable to the order of “[Custodian]State Street Bank and Trust Company, custodian Custodian for [Acquiring ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Institutional Fund]., Inc.” 4.33.3. In the event that on the Valuation Date Date, (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, restricted or (b) trading or the reporting of trading on the New York Stock such Exchange or elsewhere shall be disrupted so that that, in the judgment of both the Company, on behalf of Acquiring Fund, and Acquired Fund accurate appraisal of the value of the net assets of the Target Acquiring Fund or the Acquiring Acquired Fund Assets is impracticable, the Closing Valuation Date shall be postponed until the first business day after the day on which when trading shall have been fully resumed without restriction or disruption and reporting shall have been restored; provided that if trading . 3.4. If requested, Acquired Fund shall not be fully resumed deliver to the Company, on behalf of Acquiring Fund, or its designee (a) at the Closing, a list, certified by Acquired Fund’s Secretary, of the names, addresses and reporting restored within three business days taxpayer identification numbers of the Acquired Fund shareholders and the number and percentage ownership of outstanding Acquired Fund shares owned by each such Acquired Fund shareholder, all as of the Valuation Date, this Agreement may be terminated by either the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.4. At and (b) as soon as practicable after the Closing, all original documentation (including Internal Revenue Service forms, certificates, certifications and correspondence) relating to the Target Acquired Fund shareholders’ taxpayer identification numbers and their liability for or exemption from back-up withholding. The Company, on behalf of Acquiring Fund, shall issue and deliver to such Secretary a confirmation evidencing delivery of Acquiring Fund Shares to be credited on the Closing Date to 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 Target Fund’s shareholders and the number of outstanding shares of the class of the Target Fund owned by the Target Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Acquired Fund that the Acquisition such Acquiring Fund Shares issuable pursuant to paragraph 2.1 have been credited to the Target Acquired Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, checks, assignments, stock share certificates, if any, 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 article 2request.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date shall be on such date as the Acquiring Fund and Target Acquired Fund may agree. The Closing shall be held at Columbia ThreadneedleColumbia’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place as the parties may agree), on or before 8:59 A.M. ET on at such time as the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closingparties may agree. 4.23.2. As The portfolio securities of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, each Acquired Fund shall be delivered made available by the Target Acquired Fund to the custodian for the corresponding Acquiring Fund (the “Custodian”), for examination no later than five business days preceding the Valuation Date. On the Closing Date, such portfolio securities and all the Acquired Fund’s cash shall be delivered by the Acquired Fund to the Custodian for the account of the corresponding Acquiring Fund. All Investments so delivered , 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 Investments 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 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 “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian], custodian for [Acquiring Fund].” 4.33.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target each Acquired Fund or the corresponding Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Acquired Fund or the corresponding Acquiring Fund upon the giving of written notice to the other party. 4.43.4. At the Closing, the Target each Acquired Fund or its transfer agent shall deliver to the corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Target Acquired Fund’s shareholders and the number of outstanding shares of the each class of the Target Acquired Fund owned by the Target each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date, certified by any Vice President, Secretary or Assistant Secretary of the Acquired Fund. On the Closing Date, the The Acquiring Fund will provide to the Target Acquired Fund evidence satisfactory to the Target Acquired Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 1.1 have been credited to the Target Acquired Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the each Acquiring Fund will provide to the Target corresponding Acquired Fund evidence satisfactory to the Target corresponding Acquired Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target corresponding Acquired Fund’s shareholders as provided in paragraph 2.31.3. 4.53.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 dissolution contemplated by article 2paragraph 1.

CLOSING AND CLOSING DATE. 4.1. 4.1 The Closing Date hereunder (the "Closing Date") shall be on such date as ten days after all shareholder and regulatory approvals to effectuate the Acquiring Merger have been received by the Fund and Target Fund the Other Funds (or such other day and time as may agreebe mutually agreed upon in writing). The Closing shall be held at Columbia Threadneedle’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place as in a location mutually agreeable to all the parties may agree), on or before 8:59 A.M. ET on hereto. All acts taking place at the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, shall be deemed to take place simultaneously as of 9:00 a.m. Eastern time on the Closing Date are effective and made as of unless otherwise agreed by the Closingparties. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, shall be delivered by the Target Fund to the custodian for the account of the Acquiring Fund. All Investments so delivered 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 Investments 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian], custodian for [Acquiring Fund].” 4.3. 4.2 In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, restricted or (b) trading or the reporting of trading on the New York Stock such Exchange or elsewhere shall be disrupted so that in the judgment of both the Fund and the Other Funds, accurate appraisal of the value of the net assets of the Target Fund or the Acquiring Fund Other Funds is impracticable, the Closing Valuation Date shall be postponed until the first business day after the day on which when trading shall have been fully resumed without restriction or disruption and reporting shall have been restored; provided that if trading . 4.3 The Other Funds shall not be fully resumed deliver to the Fund or its designee (a) at the Closing a list, certified by its Secretary, of the names, addresses and reporting restored within three business days taxpayer identification number, of the Other Funds Shareholders (the "Other Funds Shareholders") and the number of outstanding Other Funds shares owned by each such shareholder, all as of the Valuation Date, this Agreement may be terminated by either and (b) as soon as practicable after the Target Fund or the Acquiring Fund upon the giving of written notice Closing all original documentation (including Internal Revenue Service forms, certificates, certifications and correspondence) relating to the other party. 4.4Other Funds Shareholders taxpayer identification numbers and their liability for or exemption from back-up withholding. At The Fund shall issue and deliver a confirmation evidencing delivery of Fund shares to be credited on the Closing, the Target Fund or its transfer agent shall deliver Closing Date to the Acquiring Fund Other Funds Shareholders or its designated agent a list of the names and addresses of the Target Fund’s shareholders and the number of outstanding shares of the class of the Target Fund owned by the Target Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Target Fund evidence reasonably satisfactory to the Target Other Funds Shareholders that such Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 shares have been credited to the Target Fund’s Other Funds Shareholders account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the Closing each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, checks, assignments, stock certificates, receipts or other documents or instruments as such other party or its counsel may reasonably request in connection with to effect the transfer consummation of assets, assumption of liabilities and liquidation the transactions contemplated by article 2the Agreement.

CLOSING AND CLOSING DATE. 4.1. 3.1 The Closing Date shall be on January 16, 2001, or on such other date as the Acquiring Fund and Target Fund parties may agreeagree in writing. The Closing shall be held at Columbia Threadneedle’s offices9:00 a.m. at the offices of Colonial Management Associates, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇, or at such other time and/or place as the parties may agree. 3.2 The portfolio securities of the Acquired Fund shall be made available by the Acquired Fund to The Chase Manhattan Bank, as custodian for the Acquiring Fund (the "Custodian"), on or before 8:59 A.M. ET on for examination no later than five business days preceding the Valuation Date. On the Closing Date. Unless otherwise specified, all actions occurring, or representations such portfolio securities and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Acquired Fund’s 's cash and Investments, shall be delivered by the Target Acquired Fund to the custodian Custodian for the account of the Acquiring Fund. All Investments so delivered , 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 Investments portfolio securities held in the U.S. Treasury Department’s '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 Custodian in accordance with Rule 17f-4, Rule 17f-5 17f-4 or Rule 17f-717f-5, as the case may be, under the Investment Company Act of 1940, as amended 1940 (the “"1940 Act”") and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian]"The Chase Manhattan Bank, custodian for [Acquiring Fund].”" 4.3. 3.3 In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target Acquired Fund or the Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 Target Fund Trust or the Acquiring Fund Trust upon the giving of written notice to the other party. 4.4. 3.4 At the Closing, the Target 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 Target Fund’s shareholders Acquired Fund Shareholders and the number of outstanding shares of the class beneficial interest of the Target Acquired Fund owned by the Target each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificateShareholder, all as of the close of business on the Valuation Date, certified by the Secretary or Assistant Secretary of the Trust. On the Closing Date, the The Acquiring Fund Trust will provide to the Target Acquired Fund evidence satisfactory to the Target Acquired Fund that the Acquisition Acquiring Shares issuable pursuant to paragraph 2.1 1.1 have been credited to the Target Acquired Fund’s 's account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund Trust will provide to the Target Acquired Fund evidence satisfactory to the Target Acquired Fund that such Acquisition Acquiring Shares have been credited pro rata to open accounts in the names of the Target Fund’s Acquired Fund shareholders as provided in paragraph 2.31.3. 4.5. 3.5 At the Closing, the Closing each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 article 2paragraph 1.

CLOSING AND CLOSING DATE. 4.1. 3.1 The Closing Date shall be on December 5, 2025, or such other date as the Acquiring Fund and Target Fund parties, through their duly authorized officers, may mutually agree. All acts taking place at the Closing shall be deemed to take place simultaneously on the Closing Date unless otherwise provided. The Closing shall be held at Columbia Threadneedle’s offices5:00 p.m., Eastern time, at the offices of The Bank of New York Mellon, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (▇, or such other time and/or place as the parties may mutually agree), on or before 8:59 A.M. ET . 3.2 The Fund Trust shall direct the Custodian to deliver at the Closing a certificate of an authorized officer stating that the Mutual Fund’s Assets have been delivered in proper form to the Acquiring ETF on the Closing Date. Unless otherwise specified, all actions occurring, The Mutual Fund’s portfolio securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the 1940 Act) or representations and warranties made, on with a permitted counterparty or futures commission merchant (as defined in Rule 17f-6 under the 1940 Act) shall be delivered to the Custodian as of the Closing Date are effective and made as by book entry, in accordance with the customary practices of the Closing. 4.2Custodian. As of The cash to be transferred by the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, Mutual Fund shall be delivered by the Target Fund to the custodian Custodian for the account of the Acquiring Fund. All Investments so delivered to ETF by wire transfer of federal funds, or such other method as shall 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 Investments held in the U.S. Treasury Department’s book-entry system or mutually agreed upon by the Depository Trust Companyparties hereto, Participants Trust Company or other third party depositories, by transfer to on the account of the 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 “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian], custodian for [Acquiring Fund]Closing Date.” 4.3. 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 Mutual Fund shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target Fund or the Acquiring Mutual Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 or such other date as the Valuation Date, this Agreement parties hereto may be terminated by either the Target Fund or the Acquiring Fund upon the giving of written notice to the other partyagree. 4.4. At 3.4 The Fund Trust shall direct the Closing, the Target Fund or its Mutual Fund’s transfer agent shall to deliver to at the Acquiring Fund or Closing a certificate of an authorized officer stating that its designated agent a list of records contain the names and addresses of the Target Fund’s Mutual Fund shareholders and the number and percentage ownership of outstanding shares of the class of the Target Fund owned by each such Mutual Fund shareholder immediately prior to the Target Closing (for the avoidance of doubt, this does not include information regarding any Mutual Fund shareholder, shareholder whose Mutual Fund Shares are redeemed immediately prior to the Closing as described in paragraph 1.3). The ETF Trust shall direct the Acquiring ETF’s transfer agent to issue and indicating deliver to the number, if any, Fund Trust’s Secretary a confirmation evidencing the number of such shares represented by an outstanding share certificate, all as of the close of business Acquiring ETF Shares to be credited on the Valuation Date. On the Closing Date, the Acquiring Fund will or provide to the Target Fund evidence satisfactory to the Target Fund Trust that the Acquisition appropriate number of Acquiring ETF Shares issuable pursuant to paragraph 2.1 have been credited to the Target Mutual Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3ETF. 4.5. 3.5 At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request request. 3.6 If the Mutual Fund is unable to make delivery to the Custodian pursuant to paragraph 3.2 of any of the Assets for the reason that any of such Assets have not yet been delivered to the Mutual Fund by the Mutual Fund’s broker, dealer or other counterparty, then, in connection lieu of such delivery, the Mutual Fund shall deliver with respect to said Assets executed copies of an agreement of assignment and due bills executed on behalf of said broker, dealer or other counterparty, together with such other documents as may be required by the transfer of assetsAcquiring ETF or the Custodian, assumption of liabilities and liquidation contemplated by article 2including broker confirmation slips.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date shall be on or about [•], 2023, or any such other date as the Acquiring Fund and Target Fund parties may agree. The Closing shall be held at Columbia Threadneedle’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ the offices of the [Aristotle Trust] (or such other place as the parties may agree), on or before 8:59 A.M. ET at such time as the parties may agree. The Closing shall be effective as of [9:00 a.m., Eastern time], on the Closing Date. 3.2. Unless otherwise specifiedThe portfolio securities of each Acquired Fund shall be made available by the Acquired Fund to U.S. Bank National Association, all actions occurringthe custodian for the Acquiring Funds (the “Custodian”), or representations and warranties made, on for examination no later than five business days preceding the Valuation Date. On the Closing Date are effective and made as of the Closing. 4.2. As of the ClosingDate, the Target Fund’s assetsportfolio securities, including all the Target Fund’s cash and Investmentsother remaining Assets, if any, of each Acquired Fund shall be delivered by the Target Fund Pacific Funds Trust to the custodian Custodian for the account of the Corresponding Acquiring Fund. All Investments so delivered , 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 Investments 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 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 “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable transferred to the order account of “[Custodian]the Corresponding Acquiring Fund at the Custodian in a manner acceptable to the Aristotle Trust. PLFA shall be responsible for paying any and all necessary taxes in connection with the delivery of the Assets, custodian including all applicable Federal, state and foreign stock transfer stamps and/or financial transaction taxes. Neither Pacific Funds Trust nor any Acquired Fund shall be responsible for [Acquiring Fund]the payment of any such taxes or fees.” 4.33.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted disrupted, in a manner set forth in an Acquiring Fund’s then current prospectus, so that accurate appraisal of the value values of the net assets of the Target Fund or the Acquiring Fund Acquired Funds is impracticable, the Valuation Date and the Closing Date shall be postponed until the first business day each occur as soon as practicable after the day on which trading shall have been fully resumed and reporting shall have been restoredrestored as the parties hereto may agree; provided that if trading shall not be fully resumed and reporting restored within three business days of after the original Valuation Date, this Agreement may be terminated by either of the Target Fund Pacific Funds Trust or the Acquiring Fund Aristotle Trust upon the giving of written notice to the other party. 4.43.4. At Prior to close of business on the ClosingClosing Date, the Target Fund Pacific Funds Trust or its transfer agent shall deliver to the Acquiring Fund Aristotle Trust or its designated agent a list of the names and addresses of the Target Fund’s shareholders Acquired Fund Shareholders and the number of outstanding shares of the class of the Target each Acquired Fund owned by the Target each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificateShareholder, all as of the close of business on the Valuation Date, certified by any duly elected officer of Pacific Funds Trust on behalf of each Acquired Fund. On the Closing Date, the The Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 have been Section 1.1 shall promptly be credited by the Corresponding Acquiring Fund to the Target Corresponding Acquired Fund’s account on the books of the Corresponding Acquiring Fund. On the Liquidation Date, the Acquiring Fund Aristotle Trust will provide to the Target Fund Pacific Funds Trust evidence reasonably satisfactory to the Target Fund Pacific Funds Trust that such Acquisition Acquiring Fund Shares have been credited pro rata rata, to open accounts in the names of the Target Fund’s shareholders Acquired Fund Shareholders as provided in paragraph 2.3Section 1.3. 4.53.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 article 2Section 1.

CLOSING AND CLOSING DATE. 4.1. 4.1 The Closing Date shall be on such date or such later date as the officers of the applicable Acquiring Fund Company and the Target Fund Company may mutually agree. The Closing shall be held at Columbia Threadneedle’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place or virtually as the parties officers of the applicable Acquiring Company and the Target Company may mutually agree), on or before 8:59 A.M. a.m. ET on the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. 4.2 As of the Closing, the each Target Fund’s assets, including without limitation all the Target Fund’s cash and Investments, shall be delivered by the Target Fund to the custodian for the account of the corresponding Acquiring Fund. All Investments so delivered to shall 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 Investments 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company 1940 Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian], custodian for [Acquiring Fund].” 4.3. 4.3 In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the each Target Fund or the corresponding Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Fund Company, on behalf of a Target Fund, or the corresponding Acquiring Fund Company, on behalf of the corresponding Acquiring Fund, upon the giving of written notice to the other party. 4.4. 4.4 At the ClosingClosing or as soon as practicable thereafter, the each Target Fund or its transfer agent shall deliver to the corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Target Fund’s shareholders and the number of outstanding shares of the each class of the Target Fund owned by the each Target Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 have been credited to the Target Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the each Acquiring Fund will provide to the corresponding Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.32.4. 4.5. 4.5 At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, 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 Obligations and liquidation contemplated by article 2.

CLOSING AND CLOSING DATE. 4.1. 3.1 The Closing Date shall be on January 29, 2001, or on such other date as the Acquiring Fund and Target Fund parties may agreeagree in writing. The Closing shall be held at Columbia Threadneedle’s offices9:00 a.m. at the offices of Colonial Management Associates, Inc., One Financial Center, Boston, Massachusetts 02111, or at such other ▇▇▇▇ ▇▇▇/▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ agree. 3.2 The portfolio securities of the Acquired Fund shall be made available by the Acquired Fund to The Chase Manhattan Bank, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as custodian for the Acquiring Fund (or such other place as the parties may agree"Custodian"), on or before 8:59 A.M. ET on for examination no later than five business days preceding the Valuation Date. On the Closing Date. Unless otherwise specified, all actions occurring, or representations such portfolio securities and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Acquired Fund’s 's cash and Investments, shall be delivered by the Target Acquired Fund to the custodian Custodian for the account of the Acquiring Fund. All Investments so delivered , 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 Investments portfolio securities held in the U.S. Treasury Department’s '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 Custodian in accordance with Rule 17f-4, Rule 17f-5 17f-4 or Rule 17f-717f-5, as the case may be, under the Investment Company Act of 1940, as amended 1940 (the “"1940 Act”") and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian]"The Chase Manhattan Bank, custodian for [Acquiring Fund].”" 4.3. 3.3 In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target Acquired Fund or the Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 Target Fund Trust or the Acquiring Fund Trust upon the giving of written notice to the other party. 4.4. 3.4 At the Closing, the Target 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 Target Fund’s shareholders Acquired Fund Shareholders and the number of outstanding shares of the class beneficial interest of the Target Acquired Fund owned by the Target each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificateShareholder, all as of the close of business on the Valuation Date, certified by the Secretary or Assistant Secretary of the Trust. On the Closing Date, the The Acquiring Fund Trust will provide to the Target Acquired Fund evidence satisfactory to the Target Acquired Fund that the Acquisition Acquiring Shares issuable pursuant to paragraph 2.1 1.1 have been credited to the Target Acquired Fund’s 's account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund Trust will provide to the Target Acquired Fund evidence satisfactory to the Target Acquired Fund that such Acquisition Acquiring Shares have been credited pro rata to open accounts in the names of the Target Fund’s Acquired Fund shareholders as provided in paragraph 2.31.3. 4.5. 3.5 At the Closing, the Closing each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 article 2paragraph 1.

CLOSING AND CLOSING DATE. 4.13.1. The Closing will take place on the Valuation Date shall be or on the next business day following the Valuation Date or at such time on such earlier or later date as may be mutually agreed upon in writing by the Acquiring Fund and Target Fund parties hereto (the “Closing Date”). The Closing will be held as of 5:00 p.m. Eastern time on the Closing Date, or at such other time as the parties may agree. The Closing shall will be held at Columbia Threadneedle’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (in a location or by such other place means as is mutually agreeable to the parties may agree), on or before 8:59 A.M. ET on hereto. All acts taking place at the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, will be deemed to take place simultaneously as of 5:00 p.m. Eastern time on the Closing Date are effective and made as of the Closingunless otherwise provided. 4.23.2. As Portfolio securities held by Acquired Fund and represented by a certificate or other written instrument will be presented by it or on its behalf to JPM, as custodian for Acquiring Fund, for examination no later than five business days or such other period of time as may be mutually agreed upon by the Closing, parties preceding the Target Fund’s Valuation Date. Such portfolio securities (together with any cash or other assets, including all the Target Fund’s cash and Investments, shall ) will be delivered by the Target Acquired Fund to the custodian JPM for the account of Acquiring Fund on or before the Acquiring Fund. All Investments so delivered to be Closing Date in conformity with applicable custody provisions under the 1940 Act and 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 Investments 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and brokers. The portfolio securities will be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereofof such stamps. Portfolio securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the 1940 Act) will be delivered on or before the Closing Date by book-entry in accordance with customary practices of such depository and JPM. The cash delivered shall will be in the form of currency or certified or official bank checksa Federal Funds wire, payable to the order of “[Custodian]J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank NA, custodian Custodian for [Acquiring Fund]M▇▇▇▇▇ S▇▇▇▇▇▇ ETF Trust.” 4.33.3. In the event that on the Valuation Date Date, (a) the New York Stock Exchange shall will be or is closed to trading or trading thereon shall will be restricted, or is restricted or (b) trading or the reporting of trading on the New York Stock such Exchange or elsewhere shall will be or is disrupted so that that, in the judgment of both Acquiring Fund Trust, on behalf of Acquiring Fund, and Acquired Fund Trust, on behalf of Acquired Fund, accurate appraisal of the value of the net assets of the Target Acquired Fund or the Acquiring Fund Assets is impracticable, the Closing Valuation Date shall will be postponed until the first business day after the day on which when trading shall have has been fully resumed without restriction or disruption and reporting shall have has been restored; provided that if trading shall not . 3.4. If requested, Acquired Fund Trust, on behalf of Acquired Fund, will deliver or cause to be fully resumed delivered to Acquiring Fund Trust, on behalf of Acquiring Fund, or its designee (a) at the Closing, a list, certified by an officer of Acquired Fund Trust, on behalf of Acquired Fund, of the names, addresses and reporting restored within three business days taxpayer identification numbers of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Acquired Fund Shares owned by each such Acquired Fund Shareholder, all as of the Valuation Date, this Agreement may be terminated by either the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.4. At and (b) as soon as practicable after the Closing, the Target Fund or its transfer agent shall deliver all original documentation (including Internal Revenue Service forms, certificates, certifications and correspondence) relating to the Acquired Fund Shareholders’ taxpayer identification numbers and their liability for or exemption from back-up withholding. If requested, Acquiring Fund Trust, on behalf of Acquiring Fund, will deliver or its designated agent a list cause to be delivered to the Secretary of the names and addresses Acquired Fund Trust, on behalf of Acquired Fund, a confirmation evidencing that (a) the Target Fund’s shareholders and the appropriate number of outstanding shares of the class of the Target Fund owned by the Target Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 have been credited to the Target Acquired Fund’s account on the books of the Acquiring Fund. On Fund pursuant to paragraph 1.1 prior to the Liquidation Date, actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open the accounts in the names of the Target Fund’s shareholders as provided in Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 2.3. 4.51.5. At the Closing, the each party shall will deliver or cause to be delivered to the other party such bills of sale, instruments of assumption of Obligations, checks, assignments, stock share certificates, if any, receipts or other documents as such the other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by article 2request.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date shall be on May 1, 2006, or on such other date as the Acquiring Fund and Target Fund parties may agree. The Closing shall be held at Columbia Threadneedle’s 10:00 a.m. at the Advisor's offices, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place as the parties may agree), on or before 8:59 A.M. ET on at such time as the parties may agree. 3.2. The portfolio securities of each Acquired Fund shall be made available by the Acquired Fund to the custodian for the corresponding Acquiring Fund (the "Custodian"), for examination no later than five business days preceding the Valuation Date. On the Closing Date. Unless otherwise specified, all actions occurring, or representations such portfolio securities and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Acquired Fund’s 's cash and Investments, shall be delivered by the Target Acquired Fund to the custodian Custodian for the account of the Acquiring Fund. All Investments so delivered , 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 Investments portfolio securities held in the U.S. Treasury Department’s '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 Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company 1940 Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian]"State Street Bank and Trust Company, custodian for [corresponding Acquiring Fund].”" 4.33.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target each Acquired Fund or the corresponding Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Acquired Fund or the corresponding Acquiring Fund upon the giving of written notice to the other party. 4.43.4. At the Closing, the Target each Acquired Fund or its transfer agent shall deliver to the corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Target Acquired Fund’s 's shareholders and the number of outstanding shares of the each class of the Target Acquired Fund owned by the Target each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date, certified by any Vice President, Secretary or Assistant Secretary of the Acquired Fund. On the Closing Date, the The Acquiring Fund Trust will provide to the Target Acquired Fund evidence satisfactory to the Target Acquired Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 1.1 have been credited to the Target Acquired Fund’s 's account on the books of the Acquiring Fund. On the Liquidation Date, the each Acquiring Fund will provide to the Target corresponding Acquired Fund evidence satisfactory to the Target corresponding Acquired Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target corresponding Acquired Fund’s 's shareholders as provided in paragraph 2.31.3. 4.53.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 article 2paragraph 1.

CLOSING AND CLOSING DATE. 4.1. The 3.1 Upon the terms and subject to the conditions set forth herein, the Closing Date shall be on January 3, 2024, or such other date as the Acquiring Fund and Target Fund parties, through their duly authorized officers, may mutually agree. All acts taking place at the Closing shall be deemed to take place simultaneously on the Closing Date unless otherwise provided. The Closing shall be held before 9:30 a.m., Eastern time, at Columbia Threadneedle’s officesthe offices of K&L Gates, ▇LLP, 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, or remotely by exchange of documents and signatures (or such other place as the parties may agreetheir electronic counterparts), on or before 8:59 A.M. ET unless another place is agreed to in writing by the parties. 3.2 The Custodian and the FCM shall each deliver at the Closing a certificate of an authorized officer stating that the Target Fund’s Assets, as may be held by each, have been delivered in proper form to the Acquiring Fund on the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the The Target Fund’s assets, including all portfolio securities and instruments deposited with a securities depository (as defined in the Target Fund’s cash and Investments, Exchange Act) or with a permitted counterparty or futures commission merchant (as defined in the CEA) shall be delivered by the Target Fund to the custodian for Custodian and the account of the Acquiring Fund. All Investments so delivered 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 Investments 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, Rule 17f-5 or Rule 17f-7FCM, as the case may be, under as of the Investment Company Act Closing Date by book entry, in accordance with the customary practices of 1940the Custodian and FCM, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereofapplicable. The cash delivered to be transferred by the Target Fund shall be in the form of currency or certified or official bank checks, payable delivered to the order Custodian for the account of “[Custodian], custodian for [the Acquiring Fund].” 4.3Fund by wire transfer of federal funds on the Closing Date. In the event that If on the Valuation Date (a) the Chicago Mercantile Exchange, New York Stock Exchange or another primary trading market for portfolio futures, securities and other assets of the Target Fund shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange said exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target Fund or the Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 or such other date as the Valuation Date, this Agreement parties hereto may be terminated by either the Target Fund or the Acquiring Fund upon the giving of written notice to the other partyagree. 4.4. At the Closing, the 3.3 The Target Fund or its Fund’s transfer agent shall deliver to at the Acquiring Fund or Closing a certificate of an authorized officer stating that its designated agent a list of records contain the names and addresses of the Target Fund’s shareholders Fund Shareholders and the number and percentage ownership of outstanding shares of the class of the Target Fund owned by each such shareholder immediately prior to the Target Closing. The Acquiring Fund’s transfer agent shall issue and deliver to the Teucrium Sponsor a confirmation evidencing the Acquiring Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business Shares to be credited on the Valuation Date. On the Closing Date, the Acquiring Fund will or provide to the Target Fund evidence satisfactory to the Target Teucrium Sponsor that such Acquiring Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 have been credited to the Target Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. 3.4 At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request request. 3.5 If the Target Fund is unable to make delivery to the Custodian pursuant to paragraph 3.2 of any of the Assets for the reason that any of such Assets have not yet been delivered to the Target Fund by the Target Fund’s broker, dealer or other counterparty, then, in connection lieu of such delivery, the Target Fund shall deliver with respect to said Assets executed copies of an agreement of assignment and due bills executed on behalf of said broker, dealer or other counterparty, together with such other documents as may be required by the transfer of assetsAcquiring Fund, assumption of liabilities and liquidation contemplated by article 2the Custodian or the FCM, including broker confirmation slips.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date shall be on [INSERT DATE], or on such other date as the Acquiring Fund and Target Acquired Fund may agree. The Closing shall be held at Columbia ThreadneedleColumbia’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place as the parties may agree), on or before 8:59 A.M. ET on at such time as the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closingparties may agree. 4.23.2. As The portfolio securities of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, each Acquired Fund shall be delivered made available by the Target Acquired Fund to the custodian for the corresponding Acquiring Fund (the “Custodian”), for examination no later than five business days preceding the Valuation Date. On the Closing Date, such portfolio securities and all the Acquired Fund’s cash shall be delivered by the Acquired Fund to the Custodian for the account of the corresponding Acquiring Fund. All Investments so delivered , 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 Investments 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 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 “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian], custodian for [Acquiring Fund].” 4.33.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target each Acquired Fund or the corresponding Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Acquired Fund or the corresponding Acquiring Fund upon the giving of written notice to the other party. 4.43.4. At the Closing, the Target each Acquired Fund or its transfer agent shall deliver to the corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Target Acquired Fund’s shareholders and the number of outstanding shares of the each class of the Target Acquired Fund owned by the Target each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date, certified by any Vice President, Secretary or Assistant Secretary of the Acquired Fund. On the Closing Date, the The Acquiring Fund will provide to the Target Acquired Fund evidence satisfactory to the Target Acquired Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 1.1 have been credited to the Target Acquired Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the each Acquiring Fund will provide to the Target corresponding Acquired Fund evidence satisfactory to the Target corresponding Acquired Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target corresponding Acquired Fund’s shareholders as provided in paragraph 2.31.3. 4.53.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 dissolution contemplated by article 2paragraph 1.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date shall be on or about [ ], 2023, or any such other date as the Acquiring Fund and Target Fund parties may agreeagree in writing. The Closing shall be held at Columbia Threadneedlethe offices of the IMST Trust’s officesadministrator, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Mutual Fund Administration, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC (or such other place as the parties may agree), on or before 8:59 A.M. ET at such time as the parties may agree. The Closing shall be effective as of [ ], Eastern time, on the Closing Date. 3.2. Unless otherwise specifiedThe portfolio securities of each Acquired Fund shall be made available by the Acquired Fund to U.S. Bank National Association, all actions occurringthe custodian for the Acquiring Funds (the “Custodian”), or representations and warranties made, on for examination no later than five business days preceding the Valuation Date. On the Closing Date are effective and made as of the Closing. 4.2. As of the ClosingDate, the Target Fund’s assetsportfolio securities, including all the Target Fund’s cash and Investmentsother remaining Assets, if any, of each Acquired Fund shall be delivered by the Target Fund IMST to the custodian Custodian for the account of the Corresponding Acquiring Fund. All Investments so delivered , 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 Investments 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 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 “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable transferred to the order account of “[Custodian]the Corresponding Acquiring Fund at the Custodian in a manner acceptable to the Aristotle Funds Trust. AIS shall be responsible for paying any and all necessary taxes in connection with the delivery of the Assets, custodian including all applicable Federal, state and foreign stock transfer stamps and/or financial transaction taxes. Neither IMST nor any Acquired Fund shall be responsible for [Acquiring Fund]the payment of any such taxes or fees.” 4.33.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted disrupted, in a manner set forth in an Acquiring Fund’s then current prospectus, so that accurate appraisal of the value values of the net assets of the Target Fund or the Acquiring Fund Acquired Funds is impracticable, the Valuation Date and the Closing Date shall be postponed until the first business day each occur as soon as practicable after the day on which trading shall have been fully resumed and reporting shall have been restoredrestored as the parties hereto may agree; provided that if trading shall not be fully resumed and reporting restored within three business days of after the original Valuation Date, this Agreement may be terminated by either the Target Fund of IMST or the Acquiring Fund Aristotle Funds Trust upon the giving of written notice to the other party. 4.43.4. At Prior to close of business on the ClosingClosing Date, the Target Fund IMST or its transfer agent shall deliver to the Acquiring Fund Aristotle Funds Trust or its designated agent a list of the names and addresses of the Target Fund’s shareholders Acquired Fund Shareholders and the number of outstanding shares of the class of the Target each Acquired Fund owned by the Target each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificateShareholder, all as of the close of business on the Valuation Date, certified by any duly elected officer of IMST on behalf of each Acquired Fund. On the Closing Date, the The Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 have been Section 1.1 shall promptly be credited by the Corresponding Acquiring Fund to the Target Corresponding Acquired Fund’s account on the books of the Corresponding Acquiring Fund. On the Liquidation Date, the Acquiring Fund Aristotle Funds Trust will provide to the Target Fund IMST evidence reasonably satisfactory to the Target Fund IMST that such Acquisition Acquiring Fund Shares have been credited pro rata rata, to open accounts in the names of the Target Fund’s shareholders Acquired Fund Shareholders as provided in paragraph 2.3Section 1.3. 4.53.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 article 2Section 1.

CLOSING AND CLOSING DATE. 4.1. 4.1 The Closing Date shall be on such date or such later date as the officers of the Acquiring Fund Company and the Target Fund Company may mutually agree. The Closing shall be held at Columbia Threadneedle’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place or virtually as the parties officers of the Acquiring Company and the Target Company may mutually agree), on or before 8:59 A.M. ET immediately following the close of the New York Stock Exchange on the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. 4.2 As of the Closing, the each Target Fund’s assets, including without limitation all the Target Fund’s cash and Investments, shall be delivered by the Target Fund to the custodian for the account of the corresponding Acquiring Fund. All Investments so delivered to shall 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 Investments 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company 1940 Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian], custodian for [Acquiring Fund].” 4.3. 4.3 In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the each Target Fund or the corresponding Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Fund Company, on behalf of a Target Fund, or the Acquiring Fund Company, on behalf of the corresponding Acquiring Fund, upon the giving of written notice to the other party. 4.4. 4.4 At the ClosingClosing or as soon as practicable thereafter, the each Target Fund or its transfer agent shall deliver to the corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Target Fund’s shareholders and the number of outstanding shares of the each class of the Target Fund owned by the each Target Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 have been credited to the Target Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the each Acquiring Fund will provide to the corresponding Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.32.4. 4.5. 4.5 At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, 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 Obligations and liquidation contemplated by article 2.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date shall be on [INSERT DATE], or on such other date as the Acquiring Fund and Target Acquired Fund may agree. The Closing shall be held at Columbia ThreadneedleColumbia’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇[One Financial Center, ▇▇▇▇▇▇Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Massachusetts 02111] (or such other place as the parties may agree), on or before 8:59 A.M. ET on at such time as the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closingparties may agree. 4.23.2. As The portfolio securities of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, each Acquired Fund shall be delivered made available by the Target Acquired Fund to the custodian for the corresponding Acquiring Fund (the “Custodian”), for examination no later than five business days preceding the Valuation Date. On the Closing Date, such portfolio securities and all the Acquired Fund’s cash shall be delivered by the Acquired Fund to the Custodian for the account of the corresponding Acquiring Fund. All Investments so delivered , 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 Investments 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 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 “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian], custodian for [Acquiring Fund].” 4.33.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target each Acquired Fund or the corresponding Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Acquired Fund or the corresponding Acquiring Fund upon the giving of written notice to the other party. 4.43.4. At the Closing, the Target each Acquired Fund or its transfer agent shall deliver to the corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Target Acquired Fund’s shareholders and the number of outstanding shares of the each class of the Target Acquired Fund owned by the Target each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date, certified by any Vice President, Secretary or Assistant Secretary of the Acquired Fund. On the Closing Date, the The Acquiring Fund will provide to the Target Acquired Fund evidence satisfactory to the Target Acquired Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 1.1 have been credited to the Target Acquired Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the each Acquiring Fund will provide to the Target corresponding Acquired Fund evidence satisfactory to the Target corresponding Acquired Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target corresponding Acquired Fund’s shareholders as provided in paragraph 2.31.3. 4.53.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 dissolution contemplated by article 2paragraph 1.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date shall be on November 10, 2007, or such other date as the Acquiring Fund and Target Fund parties may agree. All acts taking place at 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. The Closing shall be held at Columbia Threadneedle’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the offices of the Acquiring Fund or at such other time and/or place as the parties may agree. 3.2. The Acquired Fund shall direct the Bank of New York Company, Inc., as custodian for the Acquired Fund (the “Custodian”), on to deliver, 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 before 8:59 A.M. ET on the Closing Date; and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Unless otherwise specifiedThe Acquired Fund’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 Fund no later than five business days preceding the Closing Date, all actions occurring, or representations and warranties made, on shall be transferred and delivered by the Acquired Fund as of the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, shall be delivered by the Target Fund to the custodian for the account of the Acquiring Fund. All Investments so delivered to be Fund duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the custom of brokers or, in the case of Investments 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 customary practices of the custodian Custodian and any securities depository (as defined in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, 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 accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereofinstruments deposited with such depositories. The cash delivered to be transferred by the Acquired Fund shall be in delivered by wire transfer of federal funds on the form Closing Date. 3.3. The Acquired Fund shall direct DST Systems, Inc. (the “Transfer Agent”), on behalf of currency the Acquired Fund, to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Class A, Class I, and Class S 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 certified or official bank 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, payable to the order of “[Custodian]assignments, custodian for [Acquiring Fund]share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request.” 4.33.4. 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 shall be closed to trading or trading thereon thereupon shall be restricted, or (b) trading or the reporting of trading on the New York Stock 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 Directors of the Acquiring Fund, accurate appraisal of the value of the net assets of the Target Acquiring Fund or the Acquiring Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.4. At the Closing, the Target Fund or its transfer agent shall deliver to the Acquiring Fund or its designated agent a list of the names and addresses of the Target Fund’s shareholders and the number of outstanding shares of the class of the Target Fund owned by the Target Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 have been credited to the Target Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the party shall deliver to the other such bills of sale, instruments of assumption of Obligations, 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 article 2.

CLOSING AND CLOSING DATE. 4.1. The Closing Date shall be on such date as the Acquiring Fund and Target Fund may agree. The Closing shall be held at Columbia Threadneedle’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ the offices of the Acquiring Fund (or such other place as the parties may agree), on or before 8:59 A.M. ET on at such time as the Closing Date. Unless otherwise specifiedparties may agree, provided, however, that the transfer by Pax MSCI EAFE ESG Index ETF (EAPS) of all actions occurring, or representations and warranties made, on of its assets to the Closing Date are effective and made as Acquiring Fund in exchange for shares of the ClosingAcquiring Fund, and the assumption by the Acquiring Fund of all of the liabilities of Pax MSCI EAFE ESG Index ETF (EAPS) will occur before the transfer by Pax World International Fund of all of its assets to the Acquiring Fund in exchange for shares of the Acquiring Fund, and the assumption by the Acquiring Fund of all of the liabilities of Pax World International Fund. 4.2. As of On the ClosingClosing Date, the each Target Fund’s assets, including all the Target Fund’s cash and Investments, shall be delivered by the Target Fund to the custodian Custodian for the account of the corresponding Acquiring Fund. All Investments portfolio securities so delivered 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 Investments 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 Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company 1940 Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian]State Street Bank & Trust Company, custodian for [Acquiring Fund].” 4.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the each Target Fund or the corresponding Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Fund or the corresponding Acquiring Fund upon the giving of written notice to the other party. 4.4. At the Closing, the each Target Fund or its transfer agent shall deliver to the corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Target Fund’s shareholders and the number of outstanding shares of the each class of the Target Fund owned by the each Target Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 have been credited to the Target Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the each Acquiring Fund will provide to the corresponding Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 article paragraph 2.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date shall be on November 10, 2007, or such other date as the Acquiring Fund and Target Fund parties may agree. All acts taking place at 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. The Closing shall be held at Columbia Threadneedle’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the offices of the Acquiring Fund or at such other time and/or place as the parties may agree. 3.2. The Acquired Fund shall direct the Bank of New York Company, Inc., as custodian for the Acquired Fund (the “Custodian”), on to deliver, 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 before 8:59 A.M. ET on the Closing Date; and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Unless otherwise specifiedThe Acquired Fund’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 Fund no later than five business days preceding the Closing Date, all actions occurring, or representations and warranties made, on shall be transferred and delivered by the Acquired Fund as of the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, shall be delivered by the Target Fund to the custodian for the account of the Acquiring Fund. All Investments so delivered to be Fund duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the custom of brokers or, in the case of Investments 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 customary practices of the custodian Custodian and any securities depository (as defined in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, 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 accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereofinstruments deposited with such depositories. The cash delivered to be transferred by the Acquired Fund shall be in delivered by wire transfer of federal funds on the form Closing Date. 3.3. The Acquired Fund shall direct DST Systems, Inc. (the “Transfer Agent”), on behalf of currency the Acquired Fund, to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Class I, and Class S 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 certified or official bank 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, payable to the order of “[Custodian]assignments, custodian for [Acquiring Fund]share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request.” 4.33.4. 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 shall be closed to trading or trading thereon thereupon shall be restricted, or (b) trading or the reporting of trading on the New York Stock 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 Directors of the Acquiring Fund, accurate appraisal of the value of the net assets of the Target Acquiring Fund or the Acquiring Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.4. At the Closing, the Target Fund or its transfer agent shall deliver to the Acquiring Fund or its designated agent a list of the names and addresses of the Target Fund’s shareholders and the number of outstanding shares of the class of the Target Fund owned by the Target Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 have been credited to the Target Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the party shall deliver to the other such bills of sale, instruments of assumption of Obligations, 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 article 2.

CLOSING AND CLOSING DATE. 4.1. 4.1 The Closing Date shall be on such date or such later date as the officers of the Acquiring Fund Company and the Target Fund Company may mutually agree. The Closing shall be held at Columbia Threadneedle’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place or virtually as the parties officers of the Acquiring Company and the Target Company may mutually agree), on or before 8:59 A.M. a.m. ET on the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. 4.2 As of the Closing, the each Target Fund’s assets, including without limitation all the Target Fund’s cash and Investments, shall be delivered by the Target Fund to the custodian for the account of the Acquiring Fund. All Investments so delivered to shall 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 Investments 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company 1940 Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian], custodian for [Acquiring Fund].” 4.3. 4.3 In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the each Target Fund or the Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Fund Company, on behalf of a Target Fund, or the Acquiring Fund Company, on behalf of the Acquiring Fund, upon the giving of written notice to the other party. 4.4. 4.4 At the ClosingClosing or as soon as practicable thereafter, the each Target Fund or its transfer agent shall deliver to the Acquiring Fund or its designated agent a list of the names and addresses of the Target Fund’s shareholders and the number of outstanding shares of the each class of the Target Fund owned by the each Target Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 have been credited to the Target Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the each Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.32.4. 4.5. 4.5 At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, 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 Obligations and liquidation contemplated by article 2.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date shall be on [ ], 2006, or at such other date as the Acquiring Fund and Target Fund parties may agree. The Closing shall be held at Columbia Threadneedle’s officesthe offices of HighMark Capital, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (at[ ] or at such other time and/or place as the parties may agree. 3.2. The portfolio securities of the Acquired Fund shall be made available by the Acquired Fund to Union Bank of California, N.A., as custodian for the Acquiring Fund (the "Custodian"), on or before 8:59 A.M. ET on for examination no later than five business days preceding the Valuation Date. On the Closing Date. Unless otherwise specified, all actions occurringsuch portfolio securities, or representations and warranties made, on as modified by the Acquired Fund through the Closing Date are effective Date, and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Acquired Fund’s cash and Investments, shall be delivered by the Target Acquired Fund to the custodian for the Custodian forth account of the Acquiring Fund. All Investments so delivered , 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 Investments portfolio securities held in the U.S. Treasury Department’s '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 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 “1940 the"1940 Act”) "), and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian]"UnionBank of California, N.A., custodian for [Acquiring FundNAME OF ACQUIRED FUND].”" 4.33.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target Acquired Fund or the Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 after the Valuation Date, this Agreement may be terminated by either the Target Acquiring Fund or the Acquiring Acquired Fund upon the giving of written notice to the other partyparties. 4.43.4. At the Closing, the Target 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 Target Fund’s shareholders Acquired Fund stockholders and the number of outstanding shares of the class common stock of the Target Acquired Fund owned by the Target beach Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificatestockholder, all as of the close of business on the Valuation Date, certified by any Vice President, Secretary or Assistant Secretary of Bailard on behalf of the Acquired Fund or bits transfer agent. On the Closing Date, the The Acquiring Fund will provide to the Target Acquired Fund evidence reasonably satisfactory to the Target Acquired Fund that the Acquisition Acquiring Fund Shares issuable pursuant to paragraph 2.1 Section 1.1 have been credited to the Target Acquired Fund’s 's account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Acquired Fund evidence reasonably satisfactory to the Target Acquired Fund that such Acquisition Acquiring Fund Shares have been credited pro rata prorata to open accounts in the names of the Target Fund’s shareholders Acquired Fund stockholders as provided in paragraph 2.3Section 1.3. 4.53.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 article 2Section 1.

CLOSING AND CLOSING DATE. 4.1. 4.1 The Closing Date shall be on such date or such later date as the officers of the Acquiring Fund Company and the Target Fund Company may mutually agree. The Closing shall be held at Columbia Threadneedle’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place or virtually as the parties officers of the Acquiring Company and the Target Company may mutually agree), on or before 8:59 A.M. a.m. ET on the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. 4.2 As of the Closing, the each Target Fund’s assets, including without limitation all the Target Fund’s cash and Investments, shall be delivered by the Target Fund to the custodian for the account of the corresponding Acquiring Fund. All Investments so delivered to shall 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 Investments 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company 1940 Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian], custodian for [Acquiring Fund].” 4.3. 4.3 In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the each Target Fund or the Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Fund Company, on behalf of a Target Fund, or the Acquiring Fund Company, on behalf of the corresponding Acquiring Fund, upon the giving of written notice to the other party. 4.4. 4.4 At the ClosingClosing or as soon as practicable thereafter, the each Target Fund or its transfer agent shall deliver to the corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Target Fund’s shareholders and the number of outstanding shares of the each class of the Target Fund owned by the each Target Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 have been credited to the Target Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the each Acquiring Fund will provide to the corresponding Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.32.4. 4.5. 4.5 At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, 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 Obligations and liquidation contemplated by article 2.

CLOSING AND CLOSING DATE. 4.1. The 2.1 Subject to the satisfaction or, to the extent permitted, waiver of the conditions precedent set forth in Articles V-VII herein, the Closing Date shall be occur on or about October 27, 2017, or such other date as the Acquiring Fund and Target Fund parties may agreemutually agree (the “Closing Date”). All acts taking place at the Closing shall be deemed to take place as of 5:00 pm Eastern time on the Closing Date, or such later time as the parties may mutually agree (the “Effective Time”). The Closing shall be held at Columbia Threadneedle’s offices, ▇▇▇ ▇▇the office of ▇▇▇▇▇▇ ▇▇▇▇▇▇Price P.C. in Chicago, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (Illinois or at such other place as the parties may mutually agree). 2.2 The custodian for the Predecessor Fund shall deliver to the Successor Fund at the Closing a certificate of an authorized officer stating that the Predecessor Fund’s portfolio securities, on or before 8:59 A.M. ET cash and any other assets have been transferred in proper form to the Successor Fund on the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, 2.3 The Predecessor Fund shall be delivered by the Target Fund to the custodian for the account of the Acquiring Fund. All Investments so delivered 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 Investments held in the U.S. Treasury Department’s book-entry system deliver 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian], custodian for [Acquiring Fund].” 4.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target Fund or the Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.4. At the Closing, the Target Fund or cause its transfer agent shall to deliver to the Acquiring Successor Fund or at the Closing a certificate of an authorized officer stating that its designated agent a list of records contain the names and addresses of the Target Predecessor Fund’s shareholders and the number of outstanding shares of the class of the Target Predecessor Fund owned by each such shareholder (the Target Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate“Shareholder List”), all as of the close of business on Closing. The Successor Fund shall issue and deliver or cause its transfer agent to issue and deliver to the Valuation Date. On Predecessor Fund at the Closing Date, the Acquiring Fund will provide to the Target Fund a confirmation or other evidence satisfactory to the Target Predecessor Fund that the Acquisition Successor Fund Shares issuable pursuant to paragraph 2.1 have been or will be credited to the Target Predecessor Fund’s account accounts on the books of the Acquiring Successor Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the Closing each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, checks, assignments, stock certificates, receipts or and other documents as such other party or its counsel may reasonably request in connection to effect the transactions contemplated by this Agreement. 2.4 Any reporting responsibility of the Predecessor Fund with the transfer Securities and Exchange Commission (the “SEC”), any state securities commission, any federal, state or local tax authority, or any other regulatory authority is and shall remain the responsibility of assets, assumption of liabilities and liquidation contemplated by article 2the Predecessor Fund until the Closing.

CLOSING AND CLOSING DATE. 4.1. The Closing Date shall be on such date as the Acquiring Fund and Target Fund may agree. The Closing shall be held at Columbia Threadneedle’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place or virtually as the parties may agree), on or before 8:59 A.M. ET on the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the each Target Fund’s assets, including all the Target Fund’s cash and Investments, shall be delivered by the Target Fund to the custodian for the account of the corresponding Acquiring Fund. All Investments so delivered 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 Investments 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian], custodian for [Acquiring Fund].” 4.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the each Target Fund or the corresponding Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Fund or the corresponding Acquiring Fund upon the giving of written notice to the other party. 4.4. At the Closing, the each Target Fund or its transfer agent shall deliver to the corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Target Fund’s shareholders and the number of outstanding shares of the each class of the Target Fund owned by the each Target Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 have been credited to the Target Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the each Acquiring Fund will provide to the corresponding Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, 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 article 2.

CLOSING AND CLOSING DATE. 4.1. 3.1 The Closing Date shall be on January 29, 2001, or on such other date as the Acquiring Fund and Target Fund parties may agreeagree in writing. The Closing shall be held at Columbia Threadneedle’s offices9:00 a.m. at the offices of Colonial Management Associates, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇, or at such other time and/or place as the parties may agree. 3.2 The portfolio securities of the Acquired Fund shall be made available by the Acquired Fund to The Chase Manhattan Bank, as custodian for the Acquiring Fund (the "Custodian"), on or before 8:59 A.M. ET on for examination no later than five business days preceding the Valuation Date. On the Closing Date. Unless otherwise specified, all actions occurring, or representations such portfolio securities and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Acquired Fund’s 's cash and Investments, shall be delivered by the Target Acquired Fund to the custodian Custodian for the account of the Acquiring Fund. All Investments so delivered , 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 Investments portfolio securities held in the U.S. Treasury Department’s '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 Custodian in accordance with Rule 17f-4, Rule 17f-5 17f-4 or Rule 17f-717f-5, as the case may be, under the Investment Company Act of 1940, as amended 1940 (the “"1940 Act”") and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian]"The Chase Manhattan Bank, custodian for [Acquiring Fund].”" 4.3. 3.3 In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target Acquired Fund or the Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 Target Fund Trust or the Acquiring Fund Trust upon the giving of written notice to the other party. 4.4. 3.4 At the Closing, the Target 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 Target Fund’s shareholders Acquired Fund Shareholders and the number of outstanding shares of the class beneficial interest of the Target Acquired Fund owned by the Target each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificateShareholder, all as of the close of business on the Valuation Date, certified by the Secretary or Assistant Secretary of the Trust. On the Closing Date, the The Acquiring Fund Trust will provide to the Target Acquired Fund evidence satisfactory to the Target Acquired Fund that the Acquisition Acquiring Shares issuable pursuant to paragraph 2.1 1.1 have been credited to the Target Acquired Fund’s 's account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund Trust will provide to the Target Acquired Fund evidence satisfactory to the Target Acquired Fund that such Acquisition Acquiring Shares have been credited pro rata to open accounts in the names of the Target Fund’s Acquired Fund shareholders as provided in paragraph 2.31.3. 4.5. 3.5 At the Closing, the Closing each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 article 2paragraph 1.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date shall be on July 29, 2016, at such date time after 4:00 p.m. Eastern time as the Acquiring Fund parties may agree, or at such other date and Target Fund time to which the parties may agree. The Closing shall be held at Columbia Threadneedle’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the offices of Victory Capital or at such other place as the parties may agree. 3.2. The portfolio securities of the Acquired Fund shall be made available by the Acquired Fund to State Street Bank and Trust Company as custodian for the Acquiring Fund (the "Custodian"), on or before 8:59 A.M. ET on for examination no later than five business days preceding the Valuation Date. On the Closing Date. Unless otherwise specified, all actions occurring, or representations such portfolio securities and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Acquired Fund’s 's cash and Investments, shall be delivered by the Target Acquired Fund to the custodian Custodian for the account of the Acquiring Fund. All Investments so delivered , 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 Investments portfolio securities held in the U.S. Treasury Department’s 's book-entry system or by the The Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the custodian 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 “"1940 Act”) "), and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian], "State Street Bank and Trust Company custodian for [Acquiring ?] Fund].”" 4.33.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target Acquired Fund or the Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 after the Valuation Date, this Agreement may be terminated by either the Target Acquiring Fund or the Acquiring Acquired Fund upon the giving of written notice to the other partyparties. 4.43.4. At the Closing, the Target Fund Acquired Fund, or its transfer agent agent, shall deliver to the Acquiring Fund Fund, or its designated agent agent, a list of the names and addresses of the Target Fund’s Acquired Fund shareholders and the number of outstanding shares of the class of the Target Acquired Fund owned by the Target each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date, certified by any duly elected officer of the Acquired Trust on behalf of the Acquired Fund. On the Closing Date, the The Acquiring Fund will provide to the Target Acquired Fund evidence reasonably satisfactory to the Target Acquired Fund that the Acquisition Acquiring Fund Shares issuable pursuant to paragraph 2.1 Section 1.1 have been credited to the Target Acquired Fund’s 's account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Acquired Fund evidence reasonably satisfactory to the Target Acquired Fund that such Acquisition Acquiring Fund Shares have been credited pro rata to open accounts in the names of the Target Fund’s Acquired Fund shareholders as provided in paragraph 2.3Section 1.3. 4.53.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 article 2Section 1.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date shall be on March 24, 2008 or March 31, 2008 (as identified in Exhibit A hereto), or on such other date as the Acquiring Fund and Target Fund parties may agree. The Closing shall be held at Columbia ThreadneedleColumbia’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place as the parties may agree), on or before 8:59 A.M. ET on at such time as the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closingparties may agree. 4.23.2. As The portfolio securities of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, each Acquired Fund shall be delivered made available by the Target Acquired Fund to the custodian for the corresponding Acquiring Fund (the “Custodian”), for examination no later than five business days preceding the Valuation Date. On the Closing Date, such portfolio securities and all the Acquired Fund’s cash shall be delivered by the Acquired Fund to the Custodian for the account of the corresponding Acquiring Fund. All Investments so delivered , 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 Investments 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 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 “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian]State Street Bank and Trust Company, custodian for [Acquiring Fund]”.” 4.33.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target each Acquired Fund or the corresponding Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Acquired Fund or the corresponding Acquiring Fund upon the giving of written notice to the other party. 4.43.4. At the Closing, the Target each Acquired Fund or its transfer agent shall deliver to the corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Target Acquired Fund’s shareholders and the number of outstanding shares of the each class of the Target Acquired Fund owned by the Target each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date, certified by any Vice President, Secretary or Assistant Secretary of the Acquired Fund. On the Closing Date, the The Acquiring Fund Trust will provide to the Target Acquired Fund evidence satisfactory to the Target Acquired Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 1.1 have been credited to the Target Acquired Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the each Acquiring Fund will provide to the Target corresponding Acquired Fund evidence satisfactory to the Target corresponding Acquired Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target corresponding Acquired Fund’s shareholders as provided in paragraph 2.31.3. 4.53.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 dissolution contemplated by article 2paragraph 1.

CLOSING AND CLOSING DATE. 4.1. The Closing Date shall be on such date as the Acquiring Fund and Target Fund may agree. The Closing shall be held at Columbia ThreadneedleHighland’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ – Madrone Conference Room, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place as the parties may agree), on or before 8:59 A.M. ET on at such time as the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closingparties may agree. 4.2. As of On the ClosingClosing Date, the Target Fund’s assets, including all the Target Fund’s cash and Investments, shall be delivered by the Target Fund to the custodian Custodian for the account of the Acquiring Fund. All Investments portfolio securities so delivered 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 Investments 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 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 “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian], custodian for [Acquiring Fund].” 4.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target Fund or the Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.4. At the Closing, the Target Fund or its transfer agent shall deliver to the Acquiring Fund or its designated agent a list of the names and addresses of the Target Fund’s shareholders and the number of outstanding shares of the each class of the Target Fund owned by the Target Fund shareholder, and indicating indicate the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 have been credited to the Target Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, 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 article paragraph 2.

CLOSING AND CLOSING DATE. 4.1. 3.1 The Closing Date transfer of the assets of the Corresponding Series of the Current Trust in exchange for the assumption by the respective Successor Trusts of the liabilities of such Corresponding Series and the issuance of Successor Trust Shares to the respective Corresponding Series, as described above, together with related acts necessary to consummate such acts (the "Closing"), shall be on such date as occur at the Acquiring Fund and Target Fund may agree. The Closing shall be held at Columbia Threadneedle’s offices, offices of ▇▇▇▇ and ▇▇▇▇ LLP at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ on June 30, 1998 (the "Closing Date"), or at such other place or date on or prior to December 31, 1998 as the parties may agree in writing. All acts taking place at the Closing shall be deemed to take place simultaneously as of the last daily determination of the net asset value of the Corresponding Series or at such other time and/or place as the parties may agree). 3.2 In the event that on the Closing Date (a) the New York Stock Exchange is closed to trading or trading thereon is restricted or (b) trading or reporting of trading on said Exchange or in any market in which portfolio securities of the Current Trust are traded is disrupted so that accurate appraisal of the value of the Net Assets of the Current Trust is impracticable, the Closing shall be postponed until the first business day upon which trading shall have been fully resumed and reporting shall have been restored. 3.3 Each Corresponding Series of the Current Trust shall deliver at the Closing a certificate or separate certificates of an authorized officer stating that it has notified the Custodian, as custodian for the respective Corresponding Series and the respective Successor Trust, of the conversion of such Corresponding Series of the Current Trust to the respective Successor Trust. 3.4 Pioneering Services Corporation, as shareholder services and transfer agent for the Current Trust, shall deliver at the Closing certificates as to the conversion on its books and records of the accounts of the shareholders of the Corresponding Series of the Current Trust to accounts as holders of shares of the respective Successor Trusts. Each Successor Trust shall issue and deliver to the Current Trust a confirmation evidencing the shares of that Successor Trust to be credited on the Closing Date or before 8:59 A.M. ET provide evidence satisfactory to the respective Corresponding Series that such shares of such Successor Trust have been credited to the account of the Corresponding Series on the books of such Successor Trust. At the Closing each party shall deliver to the other such bills of sale, checks, assignments, share certificates, receipts or other documents as such other party or its counsel may reasonably request. 3.5 Portfolio securities that are not held in book-entry form in the name of the Custodian as record holder for each of the Corresponding Series of the Current Trust shall be presented by the respective Corresponding Series of the Current Trust to the Custodian for examination no later than five business days preceding the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date Portfolio securities which are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, not held in book-entry form shall be delivered by the Target Fund respective Corresponding Series of the Current Trust to the custodian Custodian for the account of the Acquiring Fund. All Investments so delivered to be respective Successor Trust on the Closing Date, duly endorsed in proper form for transfer transfer, in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers orbrokers, in the case of Investments 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) 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 Custodian in book-entry form on behalf of a Corresponding Series of the Current Trust shall be delivered to the respective Successor Trust by the Custodian by recording the transfer of beneficial ownership thereof on its records. The cash of a Corresponding Series of the Current Trust to be delivered shall be in the form of currency or certified or official bank checks, payable to the order of “[Custodian], custodian for [Acquiring Fund].” 4.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target Fund or the Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.4. At the Closing, the Target Fund or its transfer agent shall deliver to the Acquiring Fund or its designated agent a list of the names and addresses of the Target Fund’s shareholders and the number of outstanding shares of the class of the Target Fund owned by the Target Fund shareholder, and indicating Custodian crediting the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 have been credited to the Target Fund’s respective Successor Trust's account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the party shall deliver to the other such bills of sale, instruments of assumption of Obligations, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection maintained with the transfer of assets, assumption of liabilities and liquidation contemplated by article 2Custodian with immediately available funds.

CLOSING AND CLOSING DATE. 4.13.1. The Subject to the terms and conditions set forth herein, the Closing Date shall be on XX, 2023, or such other date as the Acquiring Fund and Target Fund parties may agree. All acts taking place at 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 p.m. Eastern time. The Closing shall be held at Columbia Threadneedle’s officesthe offices of the Acquiring Fund Trusts, ▇▇10▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇, or at such other place and time as the parties may shall mutually agree), on or before 8:59 A.M. ET on the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, shall be delivered by the Target Fund to the custodian for the account of the Acquiring Fund. All Investments so delivered 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 Investments 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian], custodian for [Acquiring Fund].” 4.33.2. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of an Acquiring Fund or an Acquired Fund (each, an “Exchange”) shall be closed to trading or trading thereon thereupon shall be restricted, or (b) trading or the reporting of trading on the New York Stock such Exchange or elsewhere shall be disrupted so that that, in the judgment of the officers of the Trusts, accurate appraisal of the value of the net assets of the Target an Acquiring Fund or the Acquiring an Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.43.3. At The Acquired Fund Trust on behalf of an Acquired Fund shall direct the Custodian for an Acquired Fund (the “Acquired Fund Custodian”) to deliver, at the Closing, a certificate of an authorized officer stating that the Target assets have been delivered in proper form to an Acquiring Fund within two business days prior to or on the Closing Date. An Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be transferred and delivered by the Acquired Fund Trust on behalf of an Acquired Fund as of the Closing Date for the account of an Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Acquired Fund Trust on behalf of an Acquired Fund shall direct an Acquired Fund Custodian to deliver portfolio securities and instruments deposited with a securities depository, as defined in Rule 17f-4 under the 1940 Act, or other permitted counterparties or a futures commission merchant (as defined in Rule 17f-6 under the 1940 Act), as of the Closing Date by book entry in accordance with the customary practices of such depositories and futures commission merchants and the Custodian. The cash to be transferred by an Acquired Fund shall be transferred and delivered by an Acquired Fund as of the Closing Date for the account of its transfer agent corresponding Acquiring Fund. 3.4. The Acquired Fund Trust shall deliver to the an Acquiring Fund or its designated agent Trust at the Closing a list of the names and addresses of the Target an Acquired Fund’s shareholders Shareholders and the number of outstanding shares of the class of the Target an Acquired Fund owned by the Target Fund each shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, certified by the Acquired Fund Trust’s Secretary or Assistant Secretary. Each Acquiring Fund Trust, on behalf of its Acquiring Fund, shall cause VGI to deliver at the Closing a certificate as to the opening of accounts in an Acquired Fund’s Shareholders’ names on an Acquiring Fund’s share transfer books. Each Acquiring Fund shall issue and deliver a confirmation to its corresponding Acquired Fund evidencing the Acquiring Fund will provide Shares to be credited to the Target Acquired Fund on the Closing Date or provide evidence satisfactory to the Target Acquired Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 such shares have been credited to the Target Acquired Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5books. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, checks, assignments, stock certificates, receipts receipts, or other documents as such the other party or its counsel may reasonably request request. 3.5. If an Acquired Fund is unable to make delivery pursuant to paragraph 3.3 hereof to a Custodian of an Acquiring Fund (the “Acquiring Fund Custodian”) of any of the assets of an Acquired Fund for the reason that any of such assets have not yet been delivered to it by an Acquired Fund’s broker, dealer or other counterparty, then, in connection lieu of such delivery, an Acquired Fund shall deliver, with the transfer of respect to said assets, assumption executed copies of liabilities an agreement of assignment and liquidation due bills executed on behalf of said broker, dealer or other counterparty, together with such other documents as may be required by an Acquiring Fund or an Acquiring Fund Custodian, including brokers’ confirmation slips. 3.6. The Acquired Fund Trust and each Acquiring Fund Trust shall deliver to the other at the Closing a certificate executed in its name by an authorized officer and in form and substance satisfactory to the recipient and dated the Closing Date to the effect that the representations and warranties it made in this Agreement are true and correct as of the Closing Date except as they may be affected by the transactions contemplated by article 2this Agreement.

CLOSING AND CLOSING DATE. 4.1. 3.1 The Closing Date shall be on January 16, 2001, or on such other date as the Acquiring Fund and Target Fund parties may agreeagree in writing. The Closing shall be held at Columbia Threadneedle’s offices9:00 a.m. at the offices of Colonial Management Associates, Inc., One Financial Center, Boston, Massachusetts 02111, o▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇/▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place as the parties may agree. 3.2 The portfolio securities of the Acquired Fund shall be made available by the Acquired Fund to The Chase Manhattan Bank, as custodian for the Acquiring Fund (the "Custodian"), on or before 8:59 A.M. ET on for examination no later than five business days preceding the Valuation Date. On the Closing Date. Unless otherwise specified, all actions occurring, or representations such portfolio securities and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Acquired Fund’s 's cash and Investments, shall be delivered by the Target Acquired Fund to the custodian Custodian for the account of the Acquiring Fund. All Investments so delivered , 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 Investments portfolio securities held in the U.S. Treasury Department’s '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 Custodian in accordance with Rule 17f-4, Rule 17f-5 17f-4 or Rule 17f-717f-5, as the case may be, under the Investment Company Act of 1940, as amended 1940 (the “"1940 Act”") and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian]"The Chase Manhattan Bank, custodian for [Acquiring Fund].”" 4.3. 3.3 In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target Acquired Fund or the Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 Target Fund Trust or the Acquiring Fund Trust upon the giving of written notice to the other party. 4.4. 3.4 At the Closing, the Target 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 Target Fund’s shareholders Acquired Fund Shareholders and the number of outstanding shares of the class beneficial interest of the Target Acquired Fund owned by the Target each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificateShareholder, all as of the close of business on the Valuation Date, certified by the Secretary or Assistant Secretary of the Trust. On the Closing Date, the The Acquiring Fund Trust will provide to the Target Acquired Fund evidence satisfactory to the Target Acquired Fund that the Acquisition Acquiring Shares issuable pursuant to paragraph 2.1 1.1 have been credited to the Target Acquired Fund’s 's account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund Trust will provide to the Target Acquired Fund evidence satisfactory to the Target Acquired Fund that such Acquisition Acquiring Shares have been credited pro rata to open accounts in the names of the Target Fund’s Acquired Fund shareholders as provided in paragraph 2.31.3. 4.5. 3.5 At the Closing, the Closing each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 article 2paragraph 1.

CLOSING AND CLOSING DATE. 4.12.1. The Closing Date shall be on June 30, 2005, or such other date as the Acquiring Fund and Target Fund parties may agreeagree to in writing. 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 after the close of business on the Closing Date unless otherwise provided for herein or agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time. The Closing shall be held at Columbia Threadneedle’s offices, ▇▇▇ the offices of the Company or at such other time and/or place as the Board of Directors or officers of the Company may designate. 2.2. The Company shall direct Brown Brothers ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇& Co., ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as custodian for the Acquired Funds (or such other place as the parties may agree“Custodian”), on or before 8:59 A.M. ET to deliver to the Trust, at the Closing, a certificate of an authorized officer stating that (i) each of the Acquired Fund’s portfolio securities, cash, and any other assets (“Assets”) shall have been delivered in proper form to the corresponding Successor Fund on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of each Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Unless otherwise specified, all actions occurring, Each of the Acquired Fund’s portfolio securities represented by a certificate or representations other written instrument shall be transferred and warranties made, on delivered by the Acquired Fund as of the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, shall be delivered by the Target Fund to the custodian for the account of the Acquiring Fund. All Investments so delivered to be corresponding Successor Fund duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance thereof. Each Acquired Fund shall direct the Custodian to deliver portfolio securities and instruments deposited with the custom of brokers or, in the case of Investments 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, Rule 17f-5 or Rule 17f-7a securities depository, as the case may be, defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”) and accompanied ), shall be transferred by all necessary federal and state stock transfer stamps or a check the Predecessor Fund Custodian to the Successor Fund Custodian for the appropriate purchase price thereofaccount of the corresponding Successor Fund as of the Closing Date by book entry in accordance with the customary practices of such depositories and the custodian for Successor Funds. Any cash to be transferred by each Predecessor Fund shall be delivered by wire transfer of federal funds on the Closing Date. 2.3. The cash delivered Company shall be direct PFPC Inc., as transfer agent for the Acquired Funds (the “Transfer Agent”), to deliver to the Trust, on behalf of the Acquired Funds, at the Closing: a) 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; and b) a certificate of an authorized officer stating that accounts have been opened on share transfer books of each Acquiring Fund in the form name of currency or certified or official bank checksthe respective Acquired Fund and in the name of each shareholder of record of the respective Acquired Fund, payable that the appropriate number of each class of shares of each Acquiring Fund have been issued to the order accounts established in the name of “[Custodian], custodian for [Acquiring Fund].” 4.3. In each respective Acquired Fund of all the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target respective Acquired Fund or and the assumption by each Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 all of the Valuation Dateliabilities provided by the Company, this Agreement may be terminated by either and that the Target Fund or the appropriate number of shares of each Acquiring Fund upon the giving of written notice to the other party. 4.4. At the Closing, the Target Fund or its transfer agent shall deliver to the Acquiring Fund or its designated agent a list of the names and addresses of the Target Fund’s shareholders and the number of outstanding shares of the class of the Target Fund owned by the Target Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 have been credited to the Target Fund’s account of the respective Acquired Fund have been transferred to the open account of each of the Acquired Fund Shareholders on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the party shall deliver to the other such bills of sale, instruments of assumption of Obligations, 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 article 2.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date shall be on August 3, 2018, or such other date as the Acquiring Fund and Target Fund parties may agreeagree to in writing. All acts taking place at 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. The Closing shall be held at Columbia Threadneedle’s officesthe offices of the Trust or at such other time and/or place as the parties may agree. 3.2. The Trust shall direct State Street Bank and Trust Company, ▇O▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ , as custodian for the Acquired Fund (or such other place as the parties may agree“Custodian”), on to deliver at the Closing, a certificate or before 8:59 A.M. ET other written instrument of an authorized officer stating that, to the best of the officer’s knowledge: (i) the Assets shall have been delivered in proper form to the Surviving Fund on the Closing Date; and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Unless otherwise specified, all actions occurring, or representations The Acquired Fund’s portfolio securities shall be transferred and warranties made, on delivered by the Acquired Fund as of the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, shall be delivered by the Target Fund to the custodian for the account of the Acquiring Fund. All Investments so delivered to be Surviving Fund duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof 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 custom of brokers or, in the case of Investments 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 customary practices of the custodian Custodian and any securities depository (as defined in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, 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 accompanied by all necessary federal and state stock instruments deposited with such depositories. 3.3. The Trust shall direct UMB Fund Services, Inc., 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇, as transfer stamps or a check agent for the appropriate purchase price thereofAcquired Fund (the “Transfer Agent”), to deliver at the Closing, a certificate or other written instrument of an authorized officer stating that, to the best of the officer’s knowledge: the Transfer Agent’s records with respect to the Acquired Fund contain the names and addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding shares owned by each such shareholder immediately prior to the Closing. The cash delivered Surviving Fund shall issue and deliver a confirmation evidencing Surviving Fund Shares to be in credited on the form Closing Date to the Secretary of currency the Acquired Fund, or certified or official bank provide evidence satisfactory to the Acquired Fund that such Surviving Fund Shares have been credited to the Acquired Fund’s account on the books of the Surviving Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, payable to the order of “[Custodian]assignments, custodian for [Acquiring Fund]share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request.” 4.33.4. 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 Acquired Fund shall be closed to trading or trading thereon thereupon shall be restricted, or (b) trading or the reporting of trading on the New York Stock 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 Target Fund or the Acquiring Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.4. At the Closing, the Target Fund or its transfer agent shall deliver to the Acquiring Fund or its designated agent a list of the names and addresses of the Target Fund’s shareholders and the number of outstanding shares of the class of the Target Fund owned by the Target Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 have been credited to the Target Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the party shall deliver to the other such bills of sale, instruments of assumption of Obligations, 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 article 2.

CLOSING AND CLOSING DATE. 4.13.1 The Closing shall take place on the Valuation Date or on the next business day following the Valuation Date (the “Closing Date”). The Closing Date shall be on held as of 9:00 a.m. Eastern time, or at such date other time as the Acquiring Fund and Target Fund parties may agree. The Closing shall be held at Columbia Threadneedle’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place as in a location mutually agreeable to the parties may agree), on or before 8:59 A.M. ET on hereto. All acts taking place at the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, shall be deemed to take place simultaneously as of 9:00 a.m. Eastern time on the Closing Date are effective and made as of the Closingunless otherwise provided. 4.23.2 Portfolio securities held by Acquired Fund and represented by a certificate or other written instrument shall be presented by it or on its behalf to State Street Bank and Trust Company (the “Custodian”), as custodian for Acquiring Fund, for examination no later than five business days preceding the Valuation Date. As of the Closing, the Target Fund’s Such portfolio securities (together with any cash or other assets, including all the Target Fund’s cash and Investments, ) shall be delivered by the Target Acquired Fund to the custodian Custodian for the account of Acquiring Fund on or before the Acquiring Fund. All Investments so delivered to be Closing Date in conformity with applicable custody provisions under the 1940 Act and 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 Investments 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and brokers. The portfolio securities shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereofof such stamps. Portfolio securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the ▇▇▇▇ ▇▇▇) shall be delivered on or before the Closing Date by book-entry in accordance with customary practices of such depository and the Custodian. The cash delivered shall be in the form of currency or certified or official bank checksa Federal Funds wire, payable to the order of “[Custodian]State Street Bank and Trust Company, custodian Custodian for [Acquiring ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Institutional Fund]., Inc.” 4.3. 3.3 In the event that on the Valuation Date Date, (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, restricted or (b) trading or the reporting of trading on the New York Stock such Exchange or elsewhere shall be disrupted so that that, in the judgment of both the Company, on behalf of Acquiring Fund, and Acquired Fund, accurate appraisal of the value of the net assets of the Target Acquiring Fund or the Acquiring Acquired Fund Assets is impracticable, the Closing Valuation Date shall be postponed until the first business day after the day on which when trading shall have been fully resumed without restriction or disruption and reporting shall have been restored; provided that if trading . 3.4 If requested, Acquired Fund shall not be fully resumed deliver to the Company, on behalf of Acquiring Fund, or its designee (a) at the Closing, a list, certified by Acquired Fund’s Secretary, of the names, addresses and reporting restored within three business days taxpayer identification numbers of the Acquired Fund Stockholders and the number and percentage ownership of outstanding Acquired Fund shares owned by each such Acquired Fund Stockholder, all as of the Valuation Date, this Agreement may be terminated by either the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.4. At and (b) as soon as practicable after the Closing, all original documentation (including Internal Revenue Service forms, certificates, certifications and correspondence) relating to the Target Acquired Fund Stockholders’ taxpayer identification numbers and their liability for or exemption from back-up withholding. The Company, on behalf of Acquiring Fund, shall issue and deliver to such Secretary a confirmation evidencing delivery of Acquiring Fund Shares to be credited on the Closing Date to 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 Target Fund’s shareholders and the number of outstanding shares of the class of the Target Fund owned by the Target Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Acquired Fund that the Acquisition such Acquiring Fund Shares issuable pursuant to paragraph 2.1 have been credited to the Target Acquired Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, checks, assignments, stock share certificates, if any, 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 article 2request.

CLOSING AND CLOSING DATE. 4.13.1 Consummation of the Reorganization and related acts (the "Closing") shall occur on October 1, 2001 or such other date as to which the parties may mutually agree (the "Closing Date"). The All acts taking place at the Closing shall be deemed to take place simultaneously as of the close of business on the Closing Date shall be on such date as the Acquiring Fund and Target Fund may agreeunless otherwise provided. The Closing shall be held at Columbia Threadneedle’s offices4:30 p.m., New York time, at the offices of Dreyfus, 200 Park Avenue, New York, New York, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place as ▇▇▇▇ ▇▇▇/▇▇ ▇▇▇▇▇ ▇▇ the parties may mutually agree), on or before 8:59 A.M. ET on . 3.2 The Fund shall deliver to the Acquiring Fund at the Closing Date. Unless otherwise specifieda statement of assets and liabilities, including a schedule of the Assets setting forth for all actions occurringportfolio securities thereon their adjusted tax basis and holding period by lot, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, shall be delivered certified by the Target Fund 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 presented for examination to the custodian for Acquiring Fund prior to the account of Closing Date and have been delivered in proper form to the Acquiring Fund. All Investments so delivered 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 Investments 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian], custodian for [Acquiring Fund].” 4.3. 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 Fund shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target Acquiring Fund or the Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.4. At the Closing, the Target Fund or its 3.4 The transfer agent for the Fund shall deliver to at the Acquiring Fund or Closing a certificate of an authorized officer stating that its designated agent a list of records contain the names and addresses of the Target Fund’s shareholders Fund Shareholders and the number and percentage ownership of outstanding shares of the class of the Target Fund Shares owned by each such shareholder immediately prior to the Target Closing. The Acquiring Fund shareholder, shall issue and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, deliver a confirmation evidencing the Acquiring Fund will provide Shares to be credited on the Closing Date to the Target Fund Secretary of the Company, or provide evidence satisfactory to the Target Fund that the Acquisition such Acquiring Fund Shares issuable pursuant to paragraph 2.1 have been credited to the Target Fund’s 's account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, 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 article 2request.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date shall be on March 31, 2008, or on such other date as the Acquiring Fund and Target Fund parties may agree. The Closing shall be held at Columbia Threadneedle’s Columbia's offices, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place as the parties may agree), on or before 8:59 A.M. ET on at such time as the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closingparties may agree. 4.23.2. As The portfolio securities of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, each Acquired Fund shall be delivered made available by the Target Acquired Fund to the custodian for the corresponding Acquiring Fund (the "Custodian"), for examination no later than five business days preceding the Valuation Date. On the Closing Date, such portfolio securities and all the Acquired Fund's cash shall be delivered by the Acquired Fund to the Custodian for the account of the corresponding Acquiring Fund. All Investments so delivered , 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 Investments portfolio securities held in the U.S. Treasury Department’s '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 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 “"1940 Act”") and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian]"State Street Bank and Trust Company, custodian for [Acquiring Fund]".” 4.33.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target each Acquired Fund or the corresponding Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Acquired Fund or the corresponding Acquiring Fund upon the giving of written notice to the other party. 4.43.4. At the Closing, the Target each Acquired Fund or its transfer agent shall deliver to the corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Target Acquired Fund’s 's shareholders and the number of outstanding shares of the each class of the Target Acquired Fund owned by the Target each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date, certified by any Vice President, Secretary or Assistant Secretary of the Acquired Fund. On the Closing Date, the The Acquiring Fund Trust will provide to the Target Acquired Fund evidence satisfactory to the Target Acquired Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 1.1 have been credited to the Target Acquired Fund’s 's account on the books of the Acquiring Fund. On the Liquidation Date, the each Acquiring Fund will provide to the Target corresponding Acquired Fund evidence satisfactory to the Target corresponding Acquired Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target corresponding Acquired Fund’s 's shareholders as provided in paragraph 2.31.3. 4.53.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 dissolution contemplated by article 2paragraph 1.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date shall be on , 2008, or on such other date as the Acquiring Fund and Target Fund parties may agree. The Closing shall be held at Columbia Threadneedle’s offices, __:00 [a.m./p/m.] at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place as the parties may agree), on or before 8:59 A.M. ET on at such time as the Closing Dateparties may agree. 3.2. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as The portfolio securities of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, Acquired Fund shall be delivered made available by the Target such Acquired Fund to the custodian for the corresponding Acquiring Fund (the “Custodian”) for examination no later than the fifth business day preceding the Valuation Date. On the Closing Date, such portfolio securities and all such Acquired Fund’s cash shall be delivered by such Acquired Fund to the Custodian for the account of the corresponding Acquiring Fund. All Investments so delivered , 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 Investments 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 Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company 1940 Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian]State Street Bank and Trust Company, custodian for [corresponding Acquiring Fund].” 4.33.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target Acquired Fund or of the corresponding Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target an Acquired Fund or the corresponding Acquiring Fund upon the giving of written notice to the other party. 4.43.4. At the Closing, the Target Acquired Fund or its transfer agent shall deliver to the corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Target such Acquired Fund’s shareholders and the number of outstanding shares of the each class of the Target such Acquired Fund owned by the Target Fund each such shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date, certified by any Vice President, Secretary or Assistant Secretary of such Acquired Fund. On the Closing Date, the The Acquiring Fund Trust will provide to the Target Acquired Fund evidence satisfactory to the Target such Acquired Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 1.1(c) have been credited to the Target such Acquired Fund’s account on the books of the corresponding Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target corresponding Acquired Fund evidence satisfactory to the Target corresponding Acquired Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target corresponding Acquired Fund’s shareholders as provided in paragraph 2.31.3. 4.53.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 article 2paragraph 1.

CLOSING AND CLOSING DATE. 4.13.1 The Closing shall take place on the next business day following the Valuation Date (the "Closing Date"). The Closing Date shall be on held as of 5:00 p.m. Eastern time, or at such date other time as the Acquiring Fund and Target Fund parties may agree. The Closing shall be held in a location mutually agreeable to the parties hereto. All acts taking place at Columbia Threadneedle’s offices, the Closing shall be deemed to take place simultaneously as of 5:00 p.m. Eastern time on the Closing Date unless otherwise provided. 3.2 Portfolio securities held by the Target Fund and represented by a certificate or other written instrument shall be presented by it or on its behalf to ▇.▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Chase & Co. (or such other place as the parties may agree"Custodian"), on or before 8:59 A.M. ET on as custodian for the Closing Acquiring Fund, for examination no later than five business days preceding the Valuation Date. Unless otherwise specified, all actions occurring, Such portfolio securities (together with any cash or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s other assets, including all the Target Fund’s cash and Investments, ) shall be delivered by the Target Fund to the custodian Custodian for the account of the Acquiring Fund. All Investments so delivered to be Fund 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 manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of Investments 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and brokers. The portfolio securities shall be accompanied by all necessary federal Federal and state stock transfer stamps or a check for the appropriate purchase price thereofof such stamps. Portfolio securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the ▇▇▇▇ ▇▇▇) shall be delivered on or before the Closing Date by book-entry in accordance with customary practices of such depository and the Custodian. The cash delivered shall be in the form of currency or certified or official bank checksa Federal Funds wire, payable to the order of “[Custodian]"▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ & Co., custodian Custodian for [the Acquiring Fund].”" 4.3. 3.3 In the event that on the Valuation Date Date, (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, restricted or (b) trading or the reporting of trading on the New York Stock such Exchange or elsewhere shall be disrupted so that that, in the judgment of both the Target Fund and Acquiring Fund, accurate appraisal of the value of the net assets of the Target Acquiring Fund or the Acquiring Target Fund Assets is impracticable, the Closing Valuation Date shall be postponed until the first business day after the day on which when trading shall have been fully resumed without restriction or disruption 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 the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.4. At the Closing3.4 If requested, the Target Fund or its transfer agent shall deliver to the Acquiring Fund or its designated agent designee (a) at the Closing, a list list, certified by the Secretary of the names and addresses Company or Trust, as applicable, of the Target Fund’s shareholders names, addresses and the number of outstanding shares of the class taxpayer identification numbers of the Target Fund Shareholders and the number and percentage ownership of outstanding Target Fund shares owned by the each such Target Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificateShareholder, all as of the close 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 Target Funds' taxpayer identification numbers and their liability for or exemption from back-up withholding. The Acquiring Fund shall issue and deliver to such Secretary a confirmation evidencing delivery of business Acquiring Fund Shares to be credited on the Valuation Date. On the Closing Date, the Acquiring Fund will provide Date to the Target Fund or provide evidence satisfactory to the Target Fund that the Acquisition such Acquiring Fund Shares issuable pursuant to paragraph 2.1 have been credited to the Target Fund’s Funds' account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, checks, assignments, stock share certificates, if any, 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 article 2request.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date shall be on March 31, 2008, or on such other date as the Acquiring Fund and Target Fund parties may agree. The Closing shall be held at Columbia Threadneedle’s 10:00 a.m. at the Adviser's offices, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place as the parties may agree), on or before 8:59 A.M. ET on at such time as the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closingparties may agree. 4.23.2. As The portfolio securities of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, each Acquired Fund shall be delivered made available by the Target such Acquired Fund to the custodian for the corresponding Acquiring Fund (the "Custodian") for examination no later than the fifth business day preceding the Valuation Date. On the Closing Date, such portfolio securities and all such Acquired Fund's cash shall be delivered by such Acquired Fund to the Custodian for the account of the corresponding Acquiring Fund. All Investments so delivered , 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 Investments portfolio securities held in the U.S. Treasury Department’s '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 Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company 1940 Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian]"State Street Bank and Trust Company, custodian for [corresponding Acquiring Fund].”" 4.33.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target each Acquired Fund or of the corresponding Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target an Acquired Fund or the corresponding Acquiring Fund upon the giving of written notice to the other party. 4.43.4. At the Closing, the Target each Acquired Fund or its transfer agent shall deliver to the corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Target such Acquired Fund’s 's shareholders and the number of outstanding shares of the each class of the Target such Acquired Fund owned by the Target Fund each such shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date, certified by any Vice President, Secretary or Assistant Secretary of such Acquired Fund. On the Closing Date, the The Acquiring Fund Trust will provide to the Target each Acquired Fund evidence satisfactory to the Target such Acquired Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 1.1(c) have been credited to the Target such Acquired Fund’s 's account on the books of the corresponding Acquiring Fund. On the Liquidation Date, the each Acquiring Fund will provide to the Target corresponding Acquired Fund evidence satisfactory to the Target corresponding Acquired Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target corresponding Acquired Fund’s 's shareholders as provided in paragraph 2.31.3. 4.53.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 article 2paragraph 1.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date shall be on such date as the Acquiring Fund and Target Fund parties may agree. The Closing shall be held at Columbia Threadneedle’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ the offices of the Acquiring Company (or such other place as the parties may agree), on or before 8:59 A.M. ET on at such time as the parties may agree. 3.2. On the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as portfolio securities of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including Acquired Fund and all the Target Acquired Fund’s cash and Investments, shall be delivered by the Target Acquired Fund to The Bank of New York Mellon, as custodian for the custodian Acquiring Company (the “Custodian”) for the account of the Acquiring Fund. All Investments so delivered Company, 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 Investments 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 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 “1940 Act”) ), and accompanied by all necessary federal and state stock transfer stamps 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, payable transferred to the order account of “[Custodian], custodian for [the Acquiring Fund]Company at the Custodian in a manner acceptable to the Acquiring Company.” 4.33.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target Acquired Fund or the Acquiring Fund Company is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 . 3.4. On the Valuation Closing Date, this Agreement may be terminated by either the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.4. At the Closing, the Target Acquired Fund or its transfer agent shall deliver to the Acquiring Fund Company or its designated agent a list of the names and addresses of the Target Fund’s Acquired Fund shareholders and the number of outstanding shares of the class of the Target Acquired Fund owned by the Target each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the The Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Company Shares issuable pursuant to paragraph 2.1 Section 1.1 shall have been credited to the Target Acquired Fund’s account on the books of the Acquiring FundCompany. On the Liquidation Date, the Acquiring Fund Company will provide to the Target Acquired Fund evidence reasonably satisfactory to the Target Acquired Fund that such Acquisition Acquiring Company Shares have been credited pro rata within each class of shares to open accounts in the names of the Target Fund’s Acquired Fund shareholders as provided in paragraph 2.3Section 1.3. 4.53.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 article 2Section 1.

CLOSING AND CLOSING DATE. 4.1. 3.1 The Closing Date shall be August 17, 2012 or such other date on such date or before December 31, 2012 as the Acquiring Fund and Target Fund parties may agree. The Closing shall be held at Columbia Threadneedle’s offices5:00 p.m., ▇Boston time, at the offices of Trust I and Trust II, 5▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇, or at such other time and/or place as the parties may agree), on or before 8:59 A.M. ET on the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, 3.2 Portfolio securities shall be delivered transferred by the Target Acquired Fund to the custodian Surviving Fund Custodian for the account of the Acquiring Fund. All Investments so delivered to be Surviving Fund on the Closing Date, duly endorsed in proper form for transfer transfer, in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of Investments portfolio securities held in the U.S. US Treasury Department’s 's book-entry system or by the Depository Trust Company, Participants Trust Company or other third third-party depositories, by transfer to the account of the custodian Surviving Fund Custodian in accordance with Rule 17f-4, Rule 17f-5 17f-5, or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “"1940 Act”") and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency or currency, certified or official bank checkscheck or federal fund wire, payable to the order of “[Custodian]"State Street Bank and Trust Company, custodian Custodian for [Acquiring Fund]the MFS Mid Cap Growth Series" or in the name of any successor organization.” 4.3. In the event that 3.3 If on the Valuation Closing Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, restricted or (b) trading or the reporting of trading on the New York Stock Exchange such exchange or elsewhere shall be disrupted so that accurate appraisal of the net value of the Assets or the net assets asset value of each class of the Target Fund or the Acquiring Fund Reorganization Shares is impracticable, the Closing Date shall be postponed until the first next business day after the day on which 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 Dateon or before December 31, 2012, this Agreement may be terminated by either the Target Fund or the Acquiring Fund upon the giving of written notice to the other partyother. 4.4. At the Closing, the Target 3.4 The Acquired Fund or its transfer agent shall deliver to at the Acquiring Fund or its designated agent Closing a list of the names names, addresses, federal taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the Target Fund’s shareholders Acquired Fund Shareholders and the number of outstanding shares of the class of the Target Acquired Fund Shares owned by the Target Fund each such shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation DateClosing Date (the "Shareholder List"). On The Surviving Fund shall issue and deliver to the Closing Acquired Fund a confirmation evidencing the Reorganization Shares credited on the Liquidation Date, the Acquiring Fund will or provide to the Target Fund evidence satisfactory to the Target Acquired Fund that the Acquisition such Reorganization Shares issuable pursuant to paragraph 2.1 have been credited to the Target Acquired Fund’s 's account on the books of the Acquiring Surviving Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the Closing each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, 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 article 2request.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date shall be on [INSERT DATE], or on such other date as the Acquiring Fund and Target Acquired Fund may agree. The Closing shall be held at Columbia ThreadneedleColumbia’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇[One Financial Center, ▇▇▇▇▇▇Boston, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Massachusetts 02111] (or such other place as the parties may agree), on or before 8:59 A.M. ET on at such time as the parties may agree. 3.2. The portfolio securities of each Acquired Fund shall be made available by the Acquired Fund to the custodian for Acquiring Fund (the “Custodian”), for examination no later than five business days preceding the Valuation Date. On the Closing Date. Unless otherwise specified, all actions occurring, or representations such portfolio securities and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Acquired Fund’s cash and Investments, shall be delivered by the Target Acquired Fund to the custodian Custodian for the account of the Acquiring Fund. All Investments so delivered , 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 Investments 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 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 “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian[ ], custodian for [Acquiring Fund]Acorn International.” 4.33.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target each Acquired Fund or the Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Acquired Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.43.4. At the Closing, the Target each 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 Target Acquired Fund’s shareholders and the number of outstanding shares of the each class of the Target Acquired Fund owned by the Target each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date, certified by any Vice President, Secretary or Assistant Secretary of the Acquired Fund. On the Closing Date, the The Acquiring Fund Company will provide to the Target Acquired Fund evidence satisfactory to the Target Acquired Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 1.1 have been credited to the Target Acquired Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target each Acquired Fund evidence satisfactory to the Target each Acquired Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target each Acquired Fund’s shareholders as provided in paragraph 2.31.3. 4.53.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 dissolution contemplated by article 2paragraph 1.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date shall be on such date as the Acquiring Fund and Target Acquired Fund may agree. The Closing shall be held at Columbia ThreadneedleColumbia’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place as the parties may agree), on or before 8:59 A.M. ET on at such time as the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closingparties may agree. 4.23.2. As The portfolio securities of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, each Acquired Fund shall be delivered made available by the Target Acquired Fund to the custodian for the corresponding Acquiring Fund (the “Custodian”), for examination no later than five business days preceding the Valuation Date. On the Closing Date, such portfolio securities and all the Acquired Fund’s cash shall be delivered by the Acquired Fund to the Custodian for the account of the corresponding Acquiring Fund. All Investments so delivered , 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 Investments 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 Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company 1940 Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian], custodian for [Acquiring Fund].” 4.33.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target Fund or the Acquiring each Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Acquired Fund or the corresponding Acquiring Fund upon the giving of written notice to the other party. 4.43.4. At the Closing, the Target each Acquired Fund or its transfer agent shall deliver to the corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Target Acquired Fund’s shareholders and the number of outstanding shares of the each class of the Target Acquired Fund owned by the Target each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date, certified by any Vice President, Secretary or Assistant Secretary of the Acquired Fund. On the Closing Date, the The Acquiring Fund will provide to the Target Acquired Fund evidence satisfactory to the Target Acquired Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 1.1 have been credited to the Target Acquired Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the each Acquiring Fund will provide to the Target corresponding Acquired Fund evidence satisfactory to the Target corresponding Acquired Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target corresponding Acquired Fund’s shareholders as provided in paragraph 2.31.3. 4.53.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 article 2paragraph 1.

CLOSING AND CLOSING DATE. 4.1. 3.1 The Closing Date shall be on ________________, 2005, or on such other date as the Acquiring Fund and Target Fund parties may agree. The Closing shall be held at Columbia Threadneedle’s 5:00 p.m. at Columbia's offices, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇, or at such other time and/or place as the parties may agree. 3.2 The portfolio securities of the Acquired Fund shall be made available by the Acquired Fund to State Street Bank and Trust Company, as custodian for the Acquiring Fund (the "Custodian"), on or before 8:59 A.M. ET on for examination no later than five business days preceding the Valuation Date. On the Closing Date. Unless otherwise specified, all actions occurring, or representations such portfolio securities and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Acquired Fund’s 's cash and Investments, shall be delivered by the Target Acquired Fund to the custodian Custodian for the account of the Acquiring Fund. All Investments so delivered , 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 Investments portfolio securities held in the U.S. Treasury Department’s '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 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 “"1940 Act”") and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian]"State Street Bank and Trust Company, custodian for [Acquiring Name of Acquired Fund].”" 4.3. 3.3 In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target Acquired Fund or the Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.4. 3.4 At the Closing, the Target 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 Target Fund’s shareholders Acquired Fund Shareholders and the number of outstanding shares of the class beneficial interest of the Target Acquired Fund owned by the Target each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificateShareholder, all as of the close of business on the Valuation Date, certified by any Vice President, Secretary or Assistant Secretary of the Acquired Fund. On the Closing Date, the The Acquiring Fund will provide to the Target Acquired Fund evidence satisfactory to the Target Acquired Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 1.1 have been credited to the Target Acquired Fund’s 's account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Acquired Fund evidence satisfactory to the Target Acquired Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders Acquired Fund Shareholders as provided in paragraph 2.31.3. 4.5. 3.5 At the Closing, the Closing each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 article 2paragraph 1.

CLOSING AND CLOSING DATE. 4.13.1. The Subject to the terms and conditions set forth herein, the Closing Date shall be on February 10, 2012 or such other date as the Acquiring Fund and Target Fund parties may agreeagree in writing. All acts taking place at 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. The Closing shall be held at Columbia Threadneedle’s officesthe offices of the Acquiring Trust, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇, or at such other place and time as the parties may shall mutually agree), on or before 8:59 A.M. ET on the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, shall be delivered by the Target Fund to the custodian for the account of the Acquiring Fund. All Investments so delivered 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 Investments 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian], custodian for [Acquiring Fund].” 4.33.2. 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 thereon thereupon shall be restricted, or (b) trading or the reporting of trading on the New York Stock such Exchange or elsewhere shall be disrupted so that that, in the judgment of the officers of either Trust, accurate appraisal of the value of the net assets of the Target Acquiring Fund or the Acquiring Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which when trading shall have been fully resumed and reporting shall have been restored; provided . 3.3. The Acquired Fund shall direct the Custodian for the Acquired Fund (“Acquired Fund Custodian”) to deliver, at the Closing, a certificate of an authorized officer stating that if trading (a) the assets shall not be fully resumed and reporting restored within three business days of the Valuation Date, this Agreement may be terminated by either the Target Fund or have been delivered in proper form to the Acquiring Fund upon within two business days prior to or on the giving Closing Date, and (b) all necessary taxes in connection with the delivery of the assets, 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 notice instrument shall be transferred and delivered by the Malvern Trust on behalf of 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 shall direct the Custodian to deliver portfolio securities and instruments deposited with a securities depository, as defined in Rule 17f-4 under the1940 Act, or other partypermitted counterparties or a futures commission merchant (as defined in Rule 17f-6 under the 1940 Act, as of the Closing Date by book entry in accordance with the customary practices of such depositories and futures commission merchants and the Custodian. The cash to be transferred by the Acquired Fund shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund. 4.43.4. At the Closing, the Target The Acquired Fund or its transfer agent shall deliver to the Acquiring Fund or its designated agent at the Closing a list of the names and addresses of each shareholder of the Target Fund’s shareholders Acquired Fund and the number of outstanding Investor Class and Admiral Class Acquired Fund shares of the class of the Target Fund owned by the Target Fund each shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, certified by Malvern Trust’s Secretary or Assistant Secretary. The Acquiring Fund shall cause VGI to deliver at the Closing a certificate as to the opening of accounts in the shareholders’ names on the Acquiring Fund’s share transfer books. The Acquiring Fund shall issue and deliver a confirmation to the Acquired Fund evidencing the Acquiring Fund will provide Shares to be credited to the Target Acquired Fund on the Closing Date or provide evidence satisfactory to the Target Acquired Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 such shares have been credited to the Target Acquired Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5books. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, checks, assignments, stock certificates, receipts receipts, or other documents as such the other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by article 2request.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date shall be June 28, 2010, or on such other date as the Acquiring Fund and Target Fund parties may agree. The Closing shall be held at Columbia Threadneedle’s offices, ▇▇▇ ▇▇the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, 3000 Two ▇▇▇▇▇ Square, ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (▇, at 9:00 a.m. Eastern Time or at such other time and/or place as the parties may agree. 3.2. The portfolio securities of each Acquired Fund shall be made available by the Acquired Fund to PFPC Trust Company, as custodian for the corresponding Acquiring Fund (the “Custodian”), on or before 8:59 A.M. ET on for examination no later than five business days preceding the Valuation Date. On the Closing Date. Unless otherwise specified, all actions occurring, or representations such portfolio securities and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Acquired Fund’s cash and Investments, shall be delivered by the Target Acquired Fund to the custodian Custodian for the account of the Acquiring Fund. All Investments so delivered to , which portfolio securities shall 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 Investments 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 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 “1940 Act”) ), and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian]PFPC Trust Company, custodian for [Acquiring ___] Fund].” 4.33.3. In the event that If on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target an Acquired Fund or the corresponding Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 after the Valuation Date, this Agreement may the Valuation Date shall be terminated by either the Target Fund or the Acquiring Fund upon the giving of written notice postponed to the other partya date mutual agreeable to Pacific Capital and FundVantage. 4.43.4. At the Closing, the Target each Acquired Fund or its transfer agent shall deliver to the corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Target Fund’s Acquired Fund shareholders and the number of outstanding shares of the class of the Target Acquired Fund owned by the Target each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date, certified by the President, any Vice President, the Secretary or any Assistant Secretary of Pacific Capital on behalf of the Acquired Fund. On The Acquiring Fund shall provide to the Closing Date, Acquired Fund evidence reasonably satisfactory to the Acquired Fund that the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 Section 1.1 have been credited to the Target Acquired Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will shall provide to the Target Acquired Fund evidence reasonably satisfactory to the Target Acquired Fund that such Acquisition Acquiring Fund Shares have been credited pro rata to open accounts in the names of the Target Fund’s Acquired Fund shareholders as provided in paragraph 2.3Section 1.3. 4.53.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 article 2Section 1.

CLOSING AND CLOSING DATE. 4.1. 3.1 The Closing Date shall be on April 16, 2004, or such other date as the Acquiring Fund and Target Fund parties may agree. All acts taking place at the closing of the 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. The Closing shall be held at Columbia Threadneedle’s officesthe offices of the Phoenix Life Insurance Company, ▇One American Row, Hartford, CT 06102 ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place as ▇▇▇▇ ▇▇▇/▇▇ ▇▇▇▇▇ ▇s the parties may agree. 3.2 The Phoenix Trust shall direct The Bank of New York, as custodian for the Merging Series (the "Custodian"), to deliver, on the next business day after the Closing, a certificate of an authorized officer stating that (i) the Assets have been delivered in proper form to the Surviving Series, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or before 8:59 A.M. ET 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. Unless otherwise specified, all actions occurring, or representations and warranties made, shall be transferred and delivered by the Merging Series on the next business day following the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, shall be delivered by the Target Fund to the custodian for the account of the Acquiring Fund. All Investments so delivered to be Surviving Series duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof thereof. The Custodian shall deliver on the next business day following the Closing Date by book entry, in accordance with the custom customary practices of brokers orsuch depositories and the Custodian, in the case of Investments 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 Merging Series' portfolio securities and instruments deposited with Rule 17f-4, Rule 17f-5 or Rule 17f-7a securities depository, as the case may be, defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered to be transferred by the Merging Series shall be in delivered by wire transfer of federal funds on the form next business day following the Closing Date. 3.3 The Phoenix Trust shall direct Phoenix Equity Planning Corporation (the "Transfer Agent"), on behalf of currency the Merging Series, to deliver on the next business day following the Closing, a certificate by an authorized officer stating that its records contain the names and addresses of the Merging Series Shareholders, and the number and percentage ownership of outstanding shares owned by each such shareholder immediately prior to the Closing. The 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 Surviving Series, or certified or official bank provide evidence satisfactory to the Merging Series that such Surviving Series Shares have been credited to the Merging Series' account on the books of the Surviving Series. At the Closing, each party shall deliver to the other such bills of sale, checks, payable to the order of “[Custodian]assignments, custodian for [Acquiring Fund]share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request.” 4.3. 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 Surviving Series or the Merging Series shall be closed to trading or trading thereon thereupon shall be restricted, or (b) trading or the reporting of trading on the New York Stock 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 Target Fund Surviving Series or the Acquiring Fund Merging Series, respectively, is impracticable, the Closing Date shall be postponed until the first business day Friday after the day on which 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 the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.4. At the Closing, the Target Fund or its transfer agent shall deliver to the Acquiring Fund or its designated agent a list of the names and addresses of the Target Fund’s shareholders and the number of outstanding shares of the class of the Target Fund owned by the Target Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 have been credited to the Target Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the party shall deliver to the other such bills of sale, instruments of assumption of Obligations, 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 article 2.

CLOSING AND CLOSING DATE. 4.13.1. The Subject to the terms and conditions set forth herein, the Closing Date shall be on XX, 2023, or such other date as the Acquiring Fund and Target Fund parties may agree. All acts taking place at 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 p.m. Eastern time. The Closing shall be held at Columbia Threadneedle’s officesthe offices of the Acquiring Fund Trusts, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇, or at such other place and time as the parties may shall mutually agree), on or before 8:59 A.M. ET on the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, shall be delivered by the Target Fund to the custodian for the account of the Acquiring Fund. All Investments so delivered 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 Investments 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian], custodian for [Acquiring Fund].” 4.33.2. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of an Acquiring Fund or an Acquired Fund (each, an "Exchange") shall be closed to trading or trading thereon thereupon shall be restricted, or (b) trading or the reporting of trading on the New York Stock such Exchange or elsewhere shall be disrupted so that that, in the judgment of the officers of the Trusts, accurate appraisal of the value of the net assets of the Target an Acquiring Fund or the Acquiring an Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.43.3. At The Acquired Fund Trust on behalf of an Acquired Fund shall direct the Custodian for an Acquired Fund (the "Acquired Fund Custodian") to deliver, at the Closing, a certificate of an authorized officer stating that the Target assets have been delivered in proper form to an Acquiring Fund within two business days prior to or on the Closing Date. An Acquired Fund's portfolio securities represented by a certificate or other written instrument shall be transferred and delivered by the Acquired Fund Trust on behalf of an Acquired Fund as of the Closing Date for the account of an Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Acquired Fund Trust on behalf of an Acquired Fund shall direct an Acquired Fund Custodian to deliver portfolio securities and instruments deposited with a securities depository, as defined in Rule 17f-4 under the 1940 Act, or other permitted counterparties or a futures commission merchant (as defined in Rule 17f-6 under the 1940 Act), as of the Closing Date by book entry in accordance with the customary practices of such depositories and futures commission merchants and the Custodian. The cash to be transferred by an Acquired Fund shall be transferred and delivered by an Acquired Fund as of the Closing Date for the account of its transfer agent corresponding Acquiring Fund. 3.4. The Acquired Fund Trust shall deliver to the an Acquiring Fund or its designated agent Trust at the Closing a list of the names and addresses of the Target an Acquired Fund’s shareholders 's Shareholders and the number of outstanding shares of the class of the Target an Acquired Fund owned by the Target Fund each shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, certified by the Acquired Fund Trust's Secretary or Assistant Secretary. Each Acquiring Fund Trust, on behalf of its Acquiring Fund, shall cause VGI to deliver at the Closing a certificate as to the opening of accounts in an Acquired Fund's Shareholders' names on an Acquiring Fund's share transfer books. Each Acquiring Fund shall issue and deliver a confirmation to its corresponding Acquired Fund evidencing the Acquiring Fund will provide Shares to be credited to the Target Acquired Fund on the Closing Date or provide evidence satisfactory to the Target Acquired Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 such shares have been credited to the Target Acquired Fund’s 's account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5books. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, checks, assignments, stock certificates, receipts receipts, or other documents as such the other party or its counsel may reasonably request request. 3.5. If an Acquired Fund is unable to make delivery pursuant to paragraph 3.3 hereof to a Custodian of an Acquiring Fund (the "Acquiring Fund Custodian") of any of the assets of an Acquired Fund for the reason that any of such assets have not yet been delivered to it by an Acquired Fund's broker, dealer or other counterparty, then, in connection lieu of such delivery, an Acquired Fund shall deliver, with the transfer of respect to said assets, assumption executed copies of liabilities an agreement of assignment and liquidation due bills executed on behalf of said broker, dealer or other counterparty, together with such other documents as may be required by an Acquiring Fund or an Acquiring Fund Custodian, including brokers' confirmation slips. 3.6. The Acquired Fund Trust and each Acquiring Fund Trust shall deliver to the other at the Closing a certificate executed in its name by an authorized officer and in form and substance satisfactory to the recipient and dated the Closing Date to the effect that the representations and warranties it made in this Agreement are true and correct as of the Closing Date except as they may be affected by the transactions contemplated by article 2this Agreement.

CLOSING AND CLOSING DATE. 4.1(a) The Closing Date of the Merger (the "Closing Date") shall be such date as the parties may agree to in writing. All acts taking place at the Closing shall be deemed to take place simultaneously as of the time 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 on such date as the Acquiring Fund and Target Fund may agreeof 4:00 p.m. New York Time. The Closing shall be held at Columbia Threadneedle’s officesthe offices of Ropes & Gray LLP, ▇▇▇ ▇▇ted at One Inte▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇ (or such h other time and/or place as the parties may agree), on or before 8:59 A.M. ET on the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of soon as practicable following the Closing, Acquired Fund and Acquiring Fund will cause the Target Fund’s assetsCertificate of Merger (the "Certificate of Merger") to be executed, including all acknowledged and filed with the Target Fund’s cash and Investments, shall be delivered Secretary of State of the State of Delaware as required by the Target Fund to DGCL and the custodian for LLC Act. The Merger shall become effective upon the account filing of the Acquiring Fund. All Investments so delivered to be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance Certificate of Merger with the custom Secretary of brokers or, State of the State of Delaware or such later time as may be provided for in the case Certificate of Investments 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended Merger (the “1940 Act”"Effective Time"). (b) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian], custodian for [Acquiring Fund].” 4.3. In the event that on the Valuation Date (ai) the New York Stock Exchange primary trading market for portfolio securities of the Acquiring Fund or Acquired Fund shall be closed to trading or trading thereon thereupon shall be restricted, restricted or (bii) trading or the reporting of trading on the New York Stock 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 Target Acquiring Fund or the Acquiring Acquired Fund is impracticable, the Closing Valuation Date shall be postponed until the first business day after the day on which 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 the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.4. At the Closing, the Target Fund or its transfer agent shall deliver to the Acquiring Fund or its designated agent a list of the names and addresses of the Target Fund’s shareholders and the number of outstanding shares of the class of the Target Fund owned by the Target Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 have been credited to the Target Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the party shall deliver to the other such bills of sale, instruments of assumption of Obligations, 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 article 2.

CLOSING AND CLOSING DATE. 4.1. 3.1 The Closing Date shall be on such date as soon as practicable after the Acquiring Fund and Target Fund may agreeReorganization is approved by shareholders of the Acquired Fund, but in no event later than August 31, 2003. The Closing shall be held at Columbia Threadneedle’s offices8:00 a.m., Boston time, at the offices of Trust VI, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇, or at such other time and/or place as the parties may agree), on or before 8:59 A.M. ET on the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, 3.2 Portfolio securities shall be delivered by the Target Acquired Fund to the custodian Custodian for the account of the Acquiring Fund. All Investments so delivered to be Surviving Fund on the Closing Date, duly endorsed in proper form for transfer transfer, in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers orbrokers, in the case of Investments 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency or currency, certified or official bank checkscheck or federal fund wire, payable to the order of “[Custodian]"State Street Bank and Trust Company, custodian Custodian for [Acquiring the MFS Global Total Return Fund]" or in the name of any successor organization.” 4.3. In the event that 3.3 If on the proposed Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, restricted or (b) trading or the reporting of trading on the New York Stock Exchange such exchange or elsewhere shall be disrupted so that accurate appraisal of the net value of the Assets or the net assets asset value of each class of the Target Fund or the Acquiring Fund Reorganization Shares is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 Dateon or before September 30, 2003, this Agreement may be terminated by either the Target Fund or the Acquiring Fund upon the giving of written notice to the other partyother. 4.4. At the Closing, the Target 3.4 The Acquired Fund or its transfer agent shall deliver to at the Acquiring Fund or its designated agent Closing a list of the names names, addresses, federal taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the Target Fund’s shareholders Acquired Fund Shareholders and the number of outstanding shares of the class of the Target Acquired Fund Shares owned by the Target Fund each such shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation DateDate (the "Shareholder List"). On The Surviving Fund shall issue and deliver to the Closing Acquired Fund a confirmation evidencing the Reorganization Shares to be credited on the Liquidation Date, the Acquiring Fund will or provide to the Target Fund evidence satisfactory to the Target Acquired Fund that the Acquisition such Reorganization Shares issuable pursuant to paragraph 2.1 have been credited to the Target Acquired Fund’s 's account on the books of the Acquiring Surviving Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the Closing each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, 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 article 2request.

CLOSING AND CLOSING DATE. 4.13.1 The Closing shall take place on the next business day following the Valuation Date (the "Closing Date"). The Closing Date shall be on held as of 5:00 p.m. Eastern time, or at such date other time as the Acquiring Fund and Target Fund parties may agree. The Closing shall be held at Columbia Threadneedle’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place as in a location mutually agreeable to the parties may agree), on or before 8:59 A.M. ET on hereto. All acts taking place at the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, shall be deemed to take place simultaneously as of 5:00 p.m. Eastern time on the Closing Date are effective and made as of the Closingunless otherwise provided. 4.23.2 Portfolio securities held by the Selling Fund and represented by a certificate or other written instrument shall be presented by it or on its behalf to Deutsche Bank Trust Company Americas (the "Custodian"), as custodian for the Acquiring Fund, for examination no later than five business days preceding the Valuation Date. As of the Closing, the Target Fund’s Such portfolio securities (together with any cash or other assets, including all the Target Fund’s cash and Investments, ) shall be delivered by the Target Selling Fund to the custodian Custodian for the account of the Acquiring Fund. All Investments so delivered to be Fund 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 manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of Investments 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and brokers. The portfolio securities shall be accompanied by all necessary federal Federal and state stock transfer stamps or a check for the appropriate purchase price thereofof such stamps. Portfolio securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the ▇▇▇▇ ▇▇▇) shall be delivered on or before the Closing Date by book-entry in accordance with customary practices of such depository and the Custodian. The cash delivered shall be in the form of currency or certified or official bank checksa Federal Funds wire, payable to the order of “[Custodian], custodian "Deutsche Bank Trust Company Americas," Custodian for [the Acquiring Fund].” 4.3. 3.3 In the event that on the Valuation Date Date, (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, restricted or (b) trading or the reporting of trading on the New York Stock such Exchange or elsewhere shall be disrupted so that that, in the judgment of both the Selling Fund and Acquiring Fund, accurate appraisal of the value of the net assets of the Target Acquiring Fund or the Acquiring Selling Fund Assets is impracticable, the Closing Valuation Date shall be postponed until the first business day after the day on which when trading shall have been fully resumed without restriction or disruption 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 the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.4. At the Closing3.4 If requested, the Target Selling Fund or its transfer agent shall deliver to the Acquiring Fund or its designated agent designee (a) at the Closing, a list list, certified by the Secretary of the names and addresses Selling Fund, of the Target Fund’s shareholders names, addresses and taxpayer identification numbers of the Selling Fund Shareholders and the number and percentage ownership of outstanding Selling Fund shares of the class of the Target Fund owned by the Target each such Selling Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificateShareholder, all as of the close 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 Selling Fund's taxpayer identification numbers and their liability for or exemption from back-up withholding. The Acquiring Fund shall issue and deliver to such Secretary a confirmation evidencing delivery of business Acquiring Fund Shares to be credited on the Valuation Date. On the Closing Date, the Acquiring Fund will provide Date to the Target Selling Fund or provide evidence satisfactory to the Target Selling Fund that the Acquisition such Acquiring Fund Shares issuable pursuant to paragraph 2.1 have been credited to the Target Selling Fund’s 's account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, checks, assignments, stock share certificates, if any, 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 article 2request.

CLOSING AND CLOSING DATE. 4.1. 3.1 The Closing Date shall be August 16, 2013 or such other date on such date or before December 31, 2013, as the Acquiring Fund and Target Fund parties may agree. The Closing shall be held at Columbia Threadneedle’s offices5:00 p.m., Boston time, at the offices of Trust I and Trust II, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇-▇▇▇▇, or at such other time and/or place as the parties may agree), on or before 8:59 A.M. ET on the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, 3.2 Portfolio securities shall be delivered transferred by the Target Acquired Fund to the custodian Surviving Fund Custodian for the account of the Acquiring Fund. All Investments so delivered to be Surviving Fund on the Closing Date, duly endorsed in proper form for transfer transfer, in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of Investments portfolio securities held in the U.S. US Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third third-party depositories, by transfer to the account of the custodian Surviving Fund Custodian in accordance with Rule 17f-4, Rule 17f-5 17f-5, or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency or currency, certified or official bank checkscheck or federal fund wire, payable to the order of “[Custodian]State Street Bank and Trust Company, custodian Custodian for [Acquiring Fund]the MFS Total Return Series” or in the name of any successor organization.” 4.3. In the event that 3.3 If on the Valuation Closing Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, restricted or (b) trading or the reporting of trading on the New York Stock Exchange such exchange or elsewhere shall be disrupted so that accurate appraisal of the net value of the Assets or the net assets asset value of each class of the Target Fund or the Acquiring Fund Reorganization Shares is impracticable, the Closing Date shall be postponed until the first next business day after the day on which 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 Dateon or before December 31, 2013, this Agreement may be terminated by either the Target Fund or the Acquiring Fund upon the giving of written notice to the other partyother. 4.4. At the Closing, the Target 3.4 The Acquired Fund or its transfer agent shall deliver to at the Acquiring Fund or its designated agent Closing a list of the names names, addresses, federal taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the Target Fund’s shareholders Acquired Fund Shareholders and the number of outstanding shares of the class of the Target Acquired Fund Shares owned by the Target Fund each such shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation DateClosing Date (the “Shareholder List”). On The Surviving Fund shall issue and deliver to the Closing Acquired Fund a confirmation evidencing the Reorganization Shares credited on the Liquidation Date, the Acquiring Fund will or provide to the Target Fund evidence satisfactory to the Target Acquired Fund that the Acquisition such Reorganization Shares issuable pursuant to paragraph 2.1 have been credited to the Target Acquired Fund’s account on the books of the Acquiring Surviving Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the Closing each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, 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 article 2request.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date shall be on or about [ ], 2023, or any such other date as the Acquiring Fund and Target Fund parties may agreeagree in writing. The Closing shall be held at Columbia Threadneedlethe offices of the IMST Trust’s officesadministrator, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Mutual Fund Administration, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC (or such other place as the parties may agree), on or before 8:59 A.M. ET at such time as the parties may agree. The Closing shall be effective as of [ ], Eastern time, on the Closing Date. 3.2. Unless otherwise specifiedThe portfolio securities of each Acquired Fund shall be made available by the Acquired Fund to U.S. Bank National Association, all actions occurringthe custodian for the Acquiring Funds (the “Custodian”), or representations and warranties made, on for examination no later than five business days preceding the Valuation Date. On the Closing Date are effective and made as of the Closing. 4.2. As of the ClosingDate, the Target Fund’s assetsportfolio securities, including all the Target Fund’s cash and Investmentsother remaining Assets, if any, of each Acquired Fund shall be delivered by the Target Fund IMST to the custodian Custodian for the account of the Corresponding Acquiring Fund. All Investments so delivered , 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 Investments 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 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 “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable transferred to the order account of “[Custodian]the Corresponding Acquiring Fund at the Custodian in a manner acceptable to the Aristotle Funds Trust. AIS shall be responsible for paying any and all necessary taxes in connection with the delivery of the Assets, custodian including all applicable Federal, state and foreign stock transfer stamps and/or financial transaction taxes. Neither IMST nor any Acquired Fund shall be responsible for [Acquiring Fund]the payment of any such taxes or fees.” 4.33.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted disrupted, in a manner set forth in an Acquiring Fund’s then current prospectus, so that accurate appraisal of the value values of the net assets of the Target Fund Acquired Funds or the net asset value of the Acquiring Fund Shares is impracticable, the Valuation Date and the Closing Date shall be postponed until the first business day each occur as soon as practicable after the day on which trading shall have been fully resumed and reporting shall have been restoredrestored as the parties hereto may agree; provided that if trading shall not be fully resumed and reporting restored within three business days of after the original Valuation Date, this Agreement may be terminated by either the Target Fund of IMST or the Acquiring Fund Aristotle Funds Trust upon the giving of written notice to the other party. 4.43.4. At Prior to close of business on the ClosingClosing Date, the Target Fund IMST or its transfer agent shall deliver to the Acquiring Fund Aristotle Funds Trust or its designated agent a list of the names and addresses of the Target Fund’s shareholders Acquired Fund Shareholders and the number of outstanding shares of the class of the Target each Acquired Fund owned by the Target each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificateShareholder, all as of the close of business on the Valuation Date, certified by any duly elected officer of IMST on behalf of each Acquired Fund. On the Closing Date, the The Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 have been Section 1.1 shall promptly be credited by the Corresponding Acquiring Fund to the Target Corresponding Acquired Fund’s account on the books of the Corresponding Acquiring Fund. On the Liquidation Date, the Acquiring Fund Aristotle Funds Trust will provide to the Target Fund IMST evidence reasonably satisfactory to the Target Fund IMST that such Acquisition Acquiring Fund Shares have been credited pro rata rata, to open accounts in the names of the Target Fund’s shareholders Acquired Fund Shareholders as provided in paragraph 2.3Section 1.3. 4.53.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 article 2.Section 1. -3-

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date shall be on [April 30, 2012], or on such other date as the Acquiring Fund and Target Fund parties may agreeagree in writing. The Closing shall be held at Columbia Threadneedle’s offices[9:00 a.m.] on the Closing Date at the offices of MetLife Advisers, LLC, located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇, or at such other time and/or place as the parties may agree. 3.2. The portfolio securities of the Acquired Fund shall be made available by the Acquired Fund to State Street Bank and Trust Company, as custodian for the Acquiring Fund (the “Custodian”), on or before 8:59 A.M. ET on for examination no later than five business days preceding the Valuation Date. On the Closing Date. Unless otherwise specified, all actions occurring, or representations such portfolio securities and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Acquired Fund’s cash and Investments, shall be delivered by the Target Acquired Fund to the custodian Custodian for the account of the Acquiring Fund. All Investments so delivered , 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 Investments 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 Custodian in accordance with Rule 17f-4, Rule 17f-5 17f-4 or Rule 17f-717f-5, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereofof such transfer stamps. The cash delivered shall be in the form of currency or certified or official bank checks, payable to the order of “[Custodian]State Street Bank and Trust Company, custodian for [Acquiring ▇▇▇▇▇▇▇▇ Growth Portfolio, a series of Metropolitan Series Fund]., Inc.” 4.33.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or general trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target Acquired Fund or the Acquiring Fund is impracticable, the Closing Valuation Date shall be postponed until the first business day after the day on which 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 after the original Valuation Date, this Agreement may be terminated by either of the Target Fund Trust or the Acquiring Fund Company upon the giving of written notice to the other party. 4.43.4. At the Closing, the Target 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 Target Fund’s shareholders Acquired Fund Shareholders and the number of outstanding shares of the beneficial interest of each class of the Target Acquired Fund owned by the Target each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificateShareholder, all as of the close of business on the Valuation Date, certified by the Secretary or Assistant Secretary of the Trust. On the Closing Date, the The Acquiring Fund will Company shall provide to the Target Acquired Fund evidence satisfactory to the Target Acquired Fund that the Acquisition Acquiring Shares issuable pursuant to paragraph 2.1 1.1 have been credited to the Target Acquired Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will Company shall provide to the Target Acquired Fund evidence satisfactory to the Target Acquired Fund that such Acquisition Acquiring Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders Acquired Fund Shareholders as provided in paragraph 2.31.3. 4.53.5. At the Closing, the Closing each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 article 2paragraph 1.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date shall be on March 22, 2013 or at such other date as to which the Acquiring Fund and Target Fund parties may agree. The Closing shall be held at Columbia Threadneedle’s officesthe offices of Ropes & ▇▇▇▇ LLP, Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇ (, at 9:00 a.m. Eastern Time or at such other time and/or place as the parties may agree. 3.2. The portfolio securities of the Acquired Fund shall be made available by the Acquired Fund to the custodian for the Acquiring Fund (the "Custodian"), on or before 8:59 A.M. ET on for examination no later than five business days preceding the Valuation Date. On the Closing Date. Unless otherwise specified, all actions occurring, or representations such portfolio securities and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Acquired Fund’s 's cash and Investments, shall be delivered by the Target Acquired Fund to the custodian Custodian for the account of the Acquiring Fund. All Investments so delivered , 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 Investments portfolio securities held in the U.S. Treasury Department’s '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 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 “"1940 Act”) "), and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian], the custodian for [the Acquiring Fund].” 4.33.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target Acquired Fund or the Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 after the Valuation Date, this Agreement may be terminated by either the Target Acquiring Fund or the Acquiring Acquired Fund upon the giving of written notice to the other party. 4.43.4. At the Closing, the Target 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 Target Fund’s Acquired Fund shareholders and the number of outstanding shares of the class of the Target Acquired Fund owned by the Target each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date, certified by any Vice President, Secretary or Assistant Secretary of the Trust, on behalf of the Acquired Fund. On the Closing Date, the The Acquiring Fund will provide to the Target Acquired Fund evidence reasonably satisfactory to the Target Acquired Fund that the Acquisition Acquiring Fund Shares issuable pursuant to paragraph 2.1 Section 1.1 have been credited to the Target Acquired Fund’s 's account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Acquired Fund evidence reasonably satisfactory to the Target Acquired Fund that such Acquisition Acquiring Fund Shares have been credited pro rata within each class of shares to open accounts in the names of the Target Fund’s Acquired Fund shareholders as provided in paragraph 2.3Section 1.3. 4.53.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 article 2Section 1.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date for the Reorganization shall be on February 14, 2025, or such other date as the Acquiring Fund and Target Fund parties to such Reorganization may agreeagree to in writing. All acts taking place at the Closing shall be deemed to take place immediately prior to the opening of trading on the NYSE on the Closing Date unless otherwise provided. The Closing shall be held at Columbia Threadneedle’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the offices of the Acquired Fund or at such other place as the parties may agree). 3.2. State Street, on or before 8:59 A.M. ET the custodian for the Acquiring Fund, shall deliver as soon as practicable after the Closing a certificate of an authorized officer stating that: (a) the Acquired Fund's portfolio securities, cash and any other assets have been delivered in proper form to the Acquiring Fund on the Closing Date. Unless otherwise specified, ; and (b) all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assetsnecessary taxes, including all the Target Fund’s cash and Investments, shall be delivered by the Target Fund to the custodian for the account of the Acquiring Fund. All Investments so delivered 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 Investments 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary applicable federal and state stock transfer stamps stamps, if any, have been paid, or a check provision for payment has been made, in conjunction with the appropriate purchase price thereof. The cash delivered shall be in the form delivery of currency or certified or official bank checks, payable to the order of “[Custodian], custodian for [Acquiring Fund]portfolio securities.” 4.33.3. In the event that 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 shall be closed to trading or trading thereon shall be restricted, ; or (b) trading or the reporting of trading on the New York Stock Exchange NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target Acquiring Fund or the Acquiring Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.43.4. At The Acquired Fund shall instruct its transfer agent to provide 'at the Closing, the Target Fund or its transfer agent shall deliver immediately prior to the Acquiring Fund or its designated agent Closing, a list of the names and addresses of the Target Acquired Fund’s 's shareholders and the number and value of each class of outstanding shares of the class of the Target Fund Shares owned by each such shareholder to the Target Acquiring Fund's transfer agent. The Acquiring Fund shareholder, shall instruct its transfer agent to issue and indicating deliver a confirmation evidencing the number, if any, value of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide Shares to be credited to the Target Fund Acquired Fund's account on the Closing Date to the Secretary of the abrdn Trust or provide evidence satisfactory to the Target Acquired Fund that the Acquisition such Acquiring Fund Shares issuable pursuant to paragraph 2.1 have been credited to the Target Acquired Fund’s 's account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, abrdn Trust, on behalf of the party Funds, shall deliver to the other such counsel any bills of sale, instruments of assumption of Obligations, checks, assignments, stock share certificates, if any, 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 article 2request.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date for the Reorganization shall be on June 21, 2024, or such other date as the Acquiring Fund and Target Fund parties to such Reorganization may agreeagree to in writing. All acts taking place at the Closing shall be deemed to take place immediately prior to the opening of trading on the NYSE on the Closing Date unless otherwise provided. The Closing shall be held at Columbia Threadneedle’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the offices of the Acquired Fund or at such other place as the parties may agree). 3.2. State Street, on or before 8:59 A.M. ET the custodian for the Acquiring Fund, shall deliver as soon as practicable after the Closing a certificate of an authorized officer stating that: (a) the Acquired Fund's portfolio securities, cash and any other assets have been delivered in proper form to the Acquiring Fund on the Closing Date. Unless otherwise specified, ; and (b) all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assetsnecessary taxes, including all the Target Fund’s cash and Investments, shall be delivered by the Target Fund to the custodian for the account of the Acquiring Fund. All Investments so delivered 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 Investments 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary applicable federal and state stock transfer stamps stamps, if any, have been paid, or a check provision for payment has been made, in conjunction with the appropriate purchase price thereof. The cash delivered shall be in the form delivery of currency or certified or official bank checks, payable to the order of “[Custodian], custodian for [Acquiring Fund]portfolio securities.” 4.33.3. In the event that 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 shall be closed to trading or trading thereon shall be restricted, ; or (b) trading or the reporting of trading on the New York Stock Exchange NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target Acquiring Fund or the Acquiring Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.43.4. At The Acquired Fund shall instruct its transfer agent to provide 'at the Closing, the Target Fund or its transfer agent shall deliver immediately prior to the Acquiring Fund or its designated agent Closing, a list of the names and addresses of the Target Acquired Fund’s 's shareholders and the number and value of each class of outstanding shares of the class of the Target Fund Shares owned by each such shareholder to the Target Acquiring Fund's transfer agent. The Acquiring Fund shareholder, shall instruct its transfer agent to issue and indicating deliver a confirmation evidencing the number, if any, value of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide Shares to be credited to the Target Fund Acquired Fund's account on the Closing Date to the Secretary of the abrdn Trust or provide evidence satisfactory to the Target Acquired Fund that the Acquisition such Acquiring Fund Shares issuable pursuant to paragraph 2.1 have been credited to the Target Acquired Fund’s 's account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, abrdn Trust, on behalf of the party Funds, shall deliver to the other such counsel any bills of sale, instruments of assumption of Obligations, checks, assignments, stock share certificates, if any, 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 article 2request.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date for the Reorganization shall be on December 3, 2021, or such other date as the Acquiring Fund and Target Fund parties to such Reorganization may agreeagree to in writing. All acts taking place at the Closing shall be deemed to take place immediately prior to the open of trading on the NYSE on the Closing Date unless otherwise provided. The Closing shall be held at Columbia Threadneedle’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the offices of the Acquired Fund or at such other place as the parties may agree). 3.2. State Street, on or before 8:59 A.M. ET the custodian for the Acquiring Fund, shall deliver as soon as practicable after the Closing a certificate of an authorized officer stating that: (a) the Acquired Fund’s portfolio securities, cash and any other assets have been delivered in proper form to the Acquiring Fund on the Closing Date. Unless otherwise specified, ; and (b) all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assetsnecessary taxes, including all the Target Fund’s cash and Investments, shall be delivered by the Target Fund to the custodian for the account of the Acquiring Fund. All Investments so delivered 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 Investments 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary applicable federal and state stock transfer stamps stamps, if any, have been paid, or a check provision for payment has been made, in conjunction with the appropriate purchase price thereof. The cash delivered shall be in the form delivery of currency or certified or official bank checks, payable to the order of “[Custodian], custodian for [Acquiring Fund]portfolio securities.” 4.33.3. In the event that 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 shall be closed to trading or trading thereon shall be restricted, ; or (b) trading or the reporting of trading on the New York Stock Exchange NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target Acquiring Fund or the Acquiring Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.43.4. At The Acquired Fund shall instruct its transfer agent to provide at the Closing, the Target Fund or its transfer agent shall deliver immediately prior to the Acquiring Fund or its designated agent Closing, a list of the names and addresses of the Target Acquired Fund’s shareholders and the number and value of each class of outstanding shares of the class of the Target Fund Shares owned by each such shareholder to the Target Acquiring Fund’s transfer agent. The Acquiring Fund shareholder, shall instruct its transfer agent to issue and indicating deliver a confirmation evidencing the number, if any, value of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide Shares to be credited to the Target Acquired Fund’s account on the Closing Date to the Secretary of the Acquired Fund or provide evidence satisfactory to the Target Acquired Fund that the Acquisition such Acquiring Fund Shares issuable pursuant to paragraph 2.1 have been credited to the Target Acquired Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the party AIF Trust, on behalf of the Acquired Fund, and the AF Trust, on behalf of the Acquiring Fund, shall deliver to the other such counsel any bills of sale, instruments of assumption of Obligations, checks, assignments, stock share certificates, if any, 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 article 2request.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date shall be on November 13, 2009, or such other date as the Acquiring Fund and Target Fund parties may mutually agree. All acts taking place at the Closing shall be deemed to take place simultaneously on the Closing Date unless otherwise provided. The Closing shall be held at Columbia Threadneedle’s offices5:00 p.m., Eastern time, at the offices of Reich & Tang Asset Management, LLC, 600 Fifth Avenue, New Y▇▇▇, New York, or such other time an▇/▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇gree. 3.2. The Custodian shall deliver at the Closing a certificate of an authorized officer stating that the Acquired Fund's Assets have been delivered in proper form to the Acquiring Fund on the Closing Date. The Acquired Fund's portfolio securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the 1940 Act) or with a permitted counterparty or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ merchant (as defined in Rule 17f-6 under the 1940 Act) shall be delivered to the Custodian as of the Clo▇▇▇▇ ▇▇▇▇▇ (or such other place as e by book entry, in accordance with the parties may agree), on or before 8:59 A.M. ET on the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as customary practices of the Closing. 4.2Custodian. As of The cash to be transferred by the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, Acquired Fund shall be delivered by the Target Fund to the custodian Custodian for the account of the Acquiring FundFund by wire transfer of federal funds on the Closing Date. 3.3. All Investments so delivered 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 Investments 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian], custodian for [Acquiring Fund].” 4.3. In the event that 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 shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target Acquiring Fund or the Acquiring Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 or such other date as the Valuation Date, this Agreement parties hereto may be terminated by either the Target Fund or the Acquiring Fund upon the giving of written notice to the other partyagree. 4.43.4. At the Closing, the Target Fund or its The Acquired Fund's transfer agent shall deliver to at the Acquiring Fund or Closing a certificate of an authorized officer stating that its designated agent a list of records contain the names and addresses of the Target Fund’s shareholders Fund Shareholders and the number and percentage ownership of outstanding shares of the class of the Target Fund owned by each such shareholder immediately prior to the Target Closing. The Acquiring Fund's transfer agent shall issue and deliver to the Acquired Fund's Secretary a confirmation evidencing the Acquiring Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business Shares to be credited on the Valuation Date. On the Closing Date, the Acquiring Fund will or provide to the Target Fund evidence satisfactory to the Target Acquired Fund that the Acquisition such Acquiring Fund Shares issuable pursuant to paragraph 2.1 have been credited to the Target Acquired Fund’s 's account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.53.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, checks, assignments, stock receipts, transfer agent certificates, receipts or officers certificates, custodian certificates, opinion and other certificates and documents as such other party or its counsel may reasonably request request. 3.6. If the Acquired Fund is unable to make delivery to the Custodian pursuant to paragraph 3.2 of any of the Assets for the reason that any of such Assets have not yet been delivered to the Acquired Fund by the Acquired Fund's broker, dealer or other counterparty, then, in connection lieu of such delivery, the Acquired Fund shall deliver with respect to said Assets executed copies of an agreement of assignment and due bills executed on behalf of said broker, dealer or other counterparty, together with such other documents as may be required by the transfer of assetsAcquiring Fund or the Custodian, assumption of liabilities and liquidation contemplated by article 2including broker confirmation slips.

CLOSING AND CLOSING DATE. 4.1. The Closing Date shall be on September 16, 2005, with respect to ; September 23, 2005, with respect to ; and October 7, 2005, with respect to , or on such other date as the Acquiring Fund and Target Fund parties may agree. The Closing shall be held at Columbia Threadneedle9:00 a.m. at Columbia’s offices, ▇O▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇, or at such other time and/or place as the parties may agree), on or before 8:59 A.M. ET on the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As The portfolio securities of each Acquired Fund shall be made available by such Acquired Fund to the ClosingCustodian, for examination no later than five business days preceding the Target Fund’s assetsValuation Date. On the Closing Date, including such portfolio securities and all the Target Fund’s cash and Investments, of each Acquired Fund shall be delivered by the Target such Acquired Fund to the custodian Custodian for the account of the its corresponding Acquiring Fund. All Investments so delivered , 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 Investments 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 Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company 1940 Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian]State Street Bank and Trust Company, custodian for [Acquiring insert name] Fund].” 4.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target an Acquired Fund or the its corresponding Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target any Columbia Fund Company, with regard to its Acquired Funds, or the Nations Funds Trust, with regard to its Acquired Funds or Acquiring Fund Funds, upon the giving of written notice to the other party. 4.4. At the Closing, the Target each Acquired Fund or its transfer agent shall deliver to the its corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Target Fund’s shareholders Acquired Fund Shareholders and the number of outstanding shares of the class common stock of the Target Acquired Fund owned by the Target each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificateShareholder, all as of the close of business on the Valuation Date, certified by an officer of a Columbia Fund Company, on behalf of an Acquired Fund, or Nations Funds Trust, on behalf of an Acquired Fund. On the Closing DateNations Funds Trust, the on behalf of an Acquiring Fund Fund, will provide to the Target its corresponding Acquired Fund evidence satisfactory to the Target Acquired Fund that the Acquisition Shares issuable to be issued pursuant to paragraph 2.1 have been credited to the Target Acquired Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund Nations Funds Trust will provide to the Target Acquired Fund evidence satisfactory to the Target Acquired Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders Acquired Fund Shareholders as provided in paragraph 2.3. 4.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 article paragraph 2.

CLOSING AND CLOSING DATE. 4.13.1. The Closing shall take place on the Valuation Date or on the next business day following the Valuation Date (the “Closing Date”). The Closing shall be on held as of 9:00 a.m. Eastern time, or at such date other time as the Acquiring Fund and Target Fund parties may agree. The Closing shall be held at Columbia Threadneedle’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place as in a location mutually agreeable to the parties may agree), on or before 8:59 A.M. ET on hereto. All acts taking place at the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, shall be deemed to take place simultaneously as of 9:00 a.m. Eastern time on the Closing Date are effective and made as of the Closingunless otherwise provided. 4.23.2. As of Portfolio securities held by Acquired Fund and represented by a certificate or other written instrument shall be presented by it or on its behalf to State Street Bank and Trust Company (the Closing“Custodian”), as custodian for Acquiring Fund, for examination no later than five business days preceding the Target Fund’s Valuation Date. Such portfolio securities (together with any cash or other assets, including all the Target Fund’s cash and Investments, ) shall be delivered by the Target Acquired Fund to the custodian Custodian for the account of Acquiring Fund on or before the Acquiring Fund. All Investments so delivered to be Closing Date in conformity with applicable custody provisions under the 1940 Act and 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 Investments 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and brokers. The portfolio securities shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereofof such stamps. Portfolio securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the ▇▇▇▇ ▇▇▇) shall be delivered on or before the Closing Date by book-entry in accordance with customary practices of such depository and the Custodian. The cash delivered shall be in the form of currency or certified or official bank checksa Federal Funds wire, payable to the order of “[Custodian]State Street Bank and Trust Company, custodian Custodian for [Acquiring ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Focus Growth Fund].” 4.33.3. In the event that on the Valuation Date Date, (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, restricted or (b) trading or the reporting of trading on the New York Stock such Exchange or elsewhere shall be disrupted so that that, in the judgment of both Acquiring Fund, and the Company, on behalf of Acquired Fund, accurate appraisal of the value of the net assets of the Target Acquiring Fund or the Acquiring Acquired Fund Assets is impracticable, the Closing Valuation Date shall be postponed until the first business day after the day on which when trading shall have been fully resumed without restriction or disruption and reporting shall have been restored; provided that if trading . 3.4. If requested, the Company, on behalf of Acquired Fund, shall not be fully resumed deliver to Acquiring Fund, or its designee (a) at the Closing, a list, certified by the Company’s Secretary, of the names, addresses and reporting restored within three business days taxpayer identification numbers of the Acquired Fund shareholders and the number and percentage ownership of outstanding Acquired Fund shares owned by each such Acquired Fund shareholder, all as of the Valuation Date, this Agreement may be terminated by either the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.4. At and (b) as soon as practicable after the Closing, all original documentation (including Internal Revenue Service forms, certificates, certifications and correspondence) relating to the Target Acquired Fund shareholders’ taxpayer identification numbers and their liability for or exemption from back-up withholding. Acquiring Fund shall issue and deliver to such Secretary a confirmation evidencing delivery of Acquiring Fund Shares to be credited on the Closing Date to 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 Target Fund’s shareholders and the number of outstanding shares of the class of the Target Fund owned by the Target Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Acquired Fund that the Acquisition such Acquiring Fund Shares issuable pursuant to paragraph 2.1 have been credited to the Target Acquired Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, checks, assignments, stock share certificates, if any, 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 article 2request.

CLOSING AND CLOSING DATE. 4.1. 3.1 The Closing Date shall be on April 16, 2004, or such other date as the Acquiring Fund and Target Fund parties may agree. All acts taking place at the closing of the 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. The Closing shall be held at Columbia Threadneedle’s officesthe offices of the Phoenix Life Insurance Company, ▇One American Row, Hartford, CT 06102 ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place ▇▇▇▇ ▇▇▇/▇▇ ▇▇▇▇▇ as the parties may agree. 3.2 The Phoenix Trust shall direct The Bank of New York, as custodian for the Merging Series (the "Custodian"), to deliver, on the next business day after the Closing, a certificate of an authorized officer stating that (i) the Assets have been delivered in proper form to the Surviving Series, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or before 8:59 A.M. ET 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. Unless otherwise specified, all actions occurring, or representations and warranties made, shall be transferred and delivered by the Merging Series on the next business day following the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, shall be delivered by the Target Fund to the custodian for the account of the Acquiring Fund. All Investments so delivered to be Surviving Series duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof thereof. The Custodian shall deliver on the next business day following the Closing Date by book entry, in accordance with the custom customary practices of brokers orsuch depositories and the Custodian, in the case of Investments 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 Merging Series' portfolio securities and instruments deposited with Rule 17f-4, Rule 17f-5 or Rule 17f-7a securities depository, as the case may be, defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered to be transferred by the Merging Series shall be in delivered by wire transfer of federal funds on the form next business day following the Closing Date. 3.3 The Phoenix Trust shall direct Phoenix Equity Planning Corporation (the "Transfer Agent"), on behalf of currency the Merging Series, to deliver on the next business day following the Closing, a certificate by an authorized officer stating that its records contain the names and addresses of the Merging Series Shareholders, and the number and percentage ownership of outstanding shares owned by each such shareholder immediately prior to the Closing. The 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 Surviving Series, or certified or official bank provide evidence satisfactory to the Merging Series that such Surviving Series Shares have been credited to the Merging Series' account on the books of the Surviving Series. At the Closing, each party shall deliver to the other such bills of sale, checks, payable to the order of “[Custodian]assignments, custodian for [Acquiring Fund]share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request.” 4.3. 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 Surviving Series or the Merging Series shall be closed to trading or trading thereon thereupon shall be restricted, or (b) trading or the reporting of trading on the New York Stock 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 Target Fund Surviving Series or the Acquiring Fund Merging Series, respectively, is impracticable, the Closing Date shall be postponed until the first business day Friday after the day on which 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 the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.4. At the Closing, the Target Fund or its transfer agent shall deliver to the Acquiring Fund or its designated agent a list of the names and addresses of the Target Fund’s shareholders and the number of outstanding shares of the class of the Target Fund owned by the Target Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 have been credited to the Target Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the party shall deliver to the other such bills of sale, instruments of assumption of Obligations, 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 article 2.

CLOSING AND CLOSING DATE. 4.1. 3.1 The Closing Date shall be August 16, 2013 or such other date on such date or before December 31, 2013 as the Acquiring Fund and Target Fund parties may agree. The Closing shall be held at Columbia Threadneedle’s offices5:00 p.m., Boston time, at the offices of Trust I and Trust II, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇, or at such other time and/or place as the parties may agree), on or before 8:59 A.M. ET on the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, 3.2 Portfolio securities shall be delivered transferred by the Target Acquired Fund to the custodian Surviving Fund Custodian for the account of the Acquiring Fund. All Investments so delivered to be Surviving Fund on the Closing Date, duly endorsed in proper form for transfer transfer, in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of Investments portfolio securities held in the U.S. US Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third third-party depositories, by transfer to the account of the custodian Surviving Fund Custodian in accordance with Rule 17f-4, Rule 17f-5 17f-5, or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency or currency, certified or official bank checkscheck or federal fund wire, payable to the order of “[Custodian]State Street Bank and Trust Company, custodian Custodian for [Acquiring Fund]the MFS Strategic Income Portfolio” or in the name of any successor organization.” 4.3. In the event that 3.3 If on the Valuation Closing Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, restricted or (b) trading or the reporting of trading on the New York Stock Exchange such exchange or elsewhere shall be disrupted so that accurate appraisal of the net value of the Assets or the net assets asset value of each class of the Target Fund or the Acquiring Fund Reorganization Shares is impracticable, the Closing Date shall be postponed until the first next business day after the day on which 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 Dateon or before December 31, 2013, this Agreement may be terminated by either the Target Fund or the Acquiring Fund upon the giving of written notice to the other partyother. 4.4. At the Closing, the Target 3.4 The Acquired Fund or its transfer agent shall deliver to at the Acquiring Fund or its designated agent Closing a list of the names names, addresses, federal taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the Target Fund’s shareholders Acquired Fund Shareholders and the number of outstanding shares of the class of the Target Acquired Fund Shares owned by the Target Fund each such shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation DateClosing Date (the “Shareholder List”). On The Surviving Fund shall issue and deliver to the Closing Acquired Fund a confirmation evidencing the Reorganization Shares credited on the Liquidation Date, the Acquiring Fund will or provide to the Target Fund evidence satisfactory to the Target Acquired Fund that the Acquisition such Reorganization Shares issuable pursuant to paragraph 2.1 have been credited to the Target Acquired Fund’s account on the books of the Acquiring Surviving Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the Closing each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, 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 article 2request.

CLOSING AND CLOSING DATE. 4.13.1. The Closing Date shall be on March 31, 2008, or on such other date as the Acquiring Fund and Target Fund parties may agree. The Closing shall be held at Columbia ThreadneedleColumbia’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place as the parties may agree), on or before 8:59 A.M. ET on at such time as the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closingparties may agree. 4.23.2. As The portfolio securities of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, each Acquired Fund shall be delivered made available by the Target Acquired Fund to the custodian for the corresponding Acquiring Fund (the “Custodian”), for examination no later than five business days preceding the Valuation Date. On the Closing Date, such portfolio securities and all the Acquired Fund’s cash shall be delivered by the Acquired Fund to the Custodian for the account of the corresponding Acquiring Fund. All Investments so delivered , 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 Investments 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 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 “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian]State Street Bank and Trust Company, custodian for [Acquiring Fund]”.” 4.33.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target each Acquired Fund or the corresponding Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Acquired Fund or the corresponding Acquiring Fund upon the giving of written notice to the other party. 4.43.4. At the Closing, the Target each Acquired Fund or its transfer agent shall deliver to the corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Target Acquired Fund’s shareholders and the number of outstanding shares of the each class of the Target Acquired Fund owned by the Target each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date, certified by any Vice President, Secretary or Assistant Secretary of the Acquired Fund. On the Closing Date, the The Acquiring Fund Trust will provide to the Target Acquired Fund evidence satisfactory to the Target Acquired Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 1.1 have been credited to the Target Acquired Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the each Acquiring Fund will provide to the Target corresponding Acquired Fund evidence satisfactory to the Target corresponding Acquired Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target corresponding Acquired Fund’s shareholders as provided in paragraph 2.31.3. 4.53.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 dissolution contemplated by article 2paragraph 1.

CLOSING AND CLOSING DATE. 4.1. 3.1 The Closing Date shall be on April 29, 2005, or such other date as the Acquiring Fund and Target Fund parties may agree. All acts taking place at the closing of the 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. The Closing shall be held at Columbia Threadneedle’s officesthe offices of the Phoenix Life Insurance Company, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (or at such other time and/or place as the parties may agree. 3.2 The Strategic Allocation Fund shall direct State Street Bank and Trust Company, as custodian for the Merging Series (the "Custodian"), to deliver, on the next business day after the Closing, a certificate of an authorized officer stating that (i) the Assets have been delivered in proper form to the Surviving Series, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal and state stock transfer stamps, if any, have been paid or before 8:59 A.M. ET 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. Unless otherwise specified, all actions occurring, or representations and warranties made, shall be transferred and delivered by the Merging Series on the next business day following the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, shall be delivered by the Target Fund to the custodian for the account of the Acquiring Fund. All Investments so delivered to be Surviving Series duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof thereof. The Custodian shall deliver on the next business day following the Closing Date by book entry, in accordance with the custom customary practices of brokers orsuch depositories and the Custodian, in the case of Investments 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 Merging Series' portfolio securities and instruments deposited with Rule 17f-4, Rule 17f-5 or Rule 17f-7a securities depository, as the case may be, defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered to be transferred by the Merging Series shall be in delivered by wire transfer of Federal funds on the form next business day following the Closing Date. 3.3 The Strategic Allocation Fund shall direct Phoenix Equity Planning Corporation (the "Transfer Agent"), on behalf of currency the Merging Series, to deliver on the next business day following the Closing, a certificate by an authorized officer stating that its records contain the names and addresses of the Merging Series Shareholders, and the number and percentage ownership of outstanding shares owned by each such shareholder immediately prior to the Closing. The 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 Surviving Series, or certified or official bank provide evidence satisfactory to the Merging Series that such Surviving Series Shares have been credited to the Merging Series' account on the books of the Surviving Series. At the Closing, each party shall deliver to the other such bills of sale, checks, payable to the order of “[Custodian]assignments, custodian for [Acquiring Fund]share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request.” 4.3. 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 Surviving Series or the Merging Series shall be closed to trading or trading thereon thereupon shall be restricted, or (b) trading or the reporting of trading on the New York Stock 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 Target Fund Surviving Series or the Acquiring Fund Merging Series, respectively, is impracticable, the Closing Date shall be postponed until the first business day Friday after the day on which 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 the Target Fund or the Acquiring Fund upon the giving of written notice to the other party. 4.4. At the Closing, the Target Fund or its transfer agent shall deliver to the Acquiring Fund or its designated agent a list of the names and addresses of the Target Fund’s shareholders and the number of outstanding shares of the class of the Target Fund owned by the Target Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 have been credited to the Target Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the party shall deliver to the other such bills of sale, instruments of assumption of Obligations, 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 article 2.

CLOSING AND CLOSING DATE. 4.1. 4.1 The Closing Date shall be on such date or such later date as the officers of the Acquiring Fund Company and the Target Fund Company may mutually agree. The Closing shall be held at Columbia Threadneedle’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other place or virtually as the parties officers of the Acquiring Company and the Target Company may mutually agree), on or before 8:59 A.M. a.m. ET on the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. 4.2 As of the Closing, the each Target Fund’s assets, including without limitation all the Target Fund’s cash and Investments, shall be delivered by the Target Fund to the custodian for the account of the corresponding Acquiring Fund. All Investments so delivered to shall 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 Investments 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, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company 1940 Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian], custodian for [Acquiring Fund].” 4.3. 4.3 In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the each Target Fund or the corresponding Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Fund Company, on behalf of a Target Fund, or the Acquiring Fund Company, on behalf of the corresponding Acquiring Fund, upon the giving of written notice to the other party. 4.4. 4.4 At the ClosingClosing or as soon as practicable thereafter, the each Target Fund or its transfer agent shall deliver to the corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Target Fund’s shareholders and the number of outstanding shares of the each class of the Target Fund owned by the each Target Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to paragraph 2.1 have been credited to the Target Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the each Acquiring Fund will provide to the corresponding Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.32.4. 4.5. 4.5 At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, 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 Obligations and liquidation contemplated by article 2.

CLOSING AND CLOSING DATE. 4.1. 3.1 The Closing Date shall be March 27, 2015 or such other date on such date or before December 31, 2015, as the Acquiring Fund and Target Fund parties may agree. The Closing shall be held at Columbia Threadneedle’s offices5:00 p.m., Boston time, at the offices of Trust II and Trust I, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇-▇▇▇▇, or at such other time and/or place as the parties may agree), on or before 8:59 A.M. ET on the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As of the Closing, the Target Fund’s assets, including all the Target Fund’s cash and Investments, 3.2 Portfolio securities shall be delivered transferred by the Target Acquired Fund to the custodian Surviving Fund Custodian for the account of the Acquiring Fund. All Investments so delivered to be Surviving Fund on the Closing Date, duly endorsed in proper form for transfer transfer, in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of Investments portfolio securities held in the U.S. US Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third third-party depositories, by transfer to the account of the custodian Surviving Fund Custodian in accordance with Rule 17f-4, Rule 17f-5 17f-5, or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency or currency, certified or official bank checkscheck or federal fund wire, payable to the order of “[Custodian]State Street Bank and Trust Company, custodian Custodian for [Acquiring Fund]the MFS Massachusetts Investors Growth Stock Portfolio” or in the name of any successor organization.” 4.3. In the event that 3.3 If on the Valuation Closing Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, restricted or (b) trading or the reporting of trading on the New York Stock Exchange such exchange or elsewhere shall be disrupted so that accurate appraisal of the net value of the Assets or the net assets asset value of each class of the Target Fund or the Acquiring Fund Reorganization Shares is impracticable, the Closing Date shall be postponed until the first next business day after the day on which 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 Dateon or before December 31, 2015, this Agreement may be terminated by either the Target Fund or the Acquiring Fund upon the giving of written notice to the other partyother. 4.4. At the Closing, the Target 3.4 The Acquired Fund or its transfer agent shall deliver to at the Acquiring Fund or its designated agent Closing a list of the names names, addresses, federal taxpayer identification numbers and addresses backup withholding and nonresident alien withholding status of the Target Fund’s shareholders Acquired Fund Shareholders and the number of outstanding shares of the class of the Target Acquired Fund Shares owned by the Target Fund each such shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation DateClosing Date (the “Shareholder List”). On The Surviving Fund shall issue and deliver to the Closing Acquired Fund a confirmation evidencing the Reorganization Shares credited on the Liquidation Date, the Acquiring Fund will or provide to the Target Fund evidence satisfactory to the Target Acquired Fund that the Acquisition such Reorganization Shares issuable pursuant to paragraph 2.1 have been credited to the Target Acquired Fund’s account on the books of the Acquiring Surviving Fund. On the Liquidation Date, the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3. 4.5. At the Closing, the Closing each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, 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 article 2request.

CLOSING AND CLOSING DATE. 4.1. The Closing Date shall be on November 18, 2005, or such other date as the Acquiring Fund and Target Fund parties may agree. The Closing shall be held at Columbia Threadneedle4:00 p.m. at Columbia’s offices, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇, or at such other time and/or place as the parties may agree), on or before 8:59 A.M. ET on the Closing Date. Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of the Closing. 4.2. As The portfolio securities of each Acquired Fund shall be made available by such Acquired Fund to the ClosingCustodian, for examination no later than five business days preceding the Target Fund’s assetsValuation Date. On the Closing Date, including such portfolio securities and all the Target Fund’s cash and Investments, of each Acquired Fund shall be delivered by the Target such Acquired Fund to the custodian Custodian for the account of the its corresponding Acquiring Fund. All Investments so delivered , 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 Investments 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 Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company 1940 Act of 1940, as amended (the “1940 Act”) and accompanied by all necessary federal and state stock transfer stamps 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, payable to the order of “[Custodian]State Street Bank and Trust Company, custodian for [insert Acquiring FundFund name].” 4.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Target an Acquired Fund or the its corresponding Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day on which 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 the Target Fund The Galaxy Fund, with regard to its Acquired Funds, or the Nations Funds Trust, with regard to its Acquiring Fund Funds, upon the giving of written notice to the other party. 4.4. At the Closing, the Target each Acquired Fund or its transfer agent shall deliver to the its corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Target Fund’s shareholders Acquired Fund Shareholders and the number of outstanding shares of the class beneficial interest of the Target Acquired Fund owned by the Target each Acquired Fund shareholder, and indicating the number, if any, of such shares represented by an outstanding share certificateShareholder, all as of the close of business on the Valuation Date, certified by an officer of The Galaxy Fund, on behalf of the Acquired Fund. On the Closing DateNations Funds Trust, the on behalf of each Acquiring Fund Fund, will provide to the Target corresponding Acquired Fund evidence satisfactory to the Target Acquired Fund that the Acquisition Shares issuable to be issued pursuant to paragraph 2.1 have been credited to the Target Acquired Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund Nations Funds Trust will provide to the Target each Acquired Fund evidence satisfactory to the Target Acquired Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Target Fund’s shareholders as provided in paragraph 2.3Acquired Fund Shareholders. 4.5. At the Closing, the each party shall deliver to the other such bills of sale, instruments of assumption of Obligationsliabilities, 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 article 2this Agreement.