Common use of CLOSING AND CLOSING DATE Clause in Contracts

CLOSING AND CLOSING DATE. 3.1. Each Reorganization shall close on June 1, 2010 or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date"). All acts taking place at the closing of a Reorganization ("Closing") shall be deemed to take place simultaneously as of immediately prior to the opening of regular trading on the NYSE on the Closing Date of that Reorganization unless otherwise agreed to by the parties (the "Closing Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization shall close on June 1, 2010 the date identified on Exhibit A or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date"). All acts taking place at the closing of a Reorganization (the "Closing") shall be deemed to take place simultaneously as of immediately prior to the opening of regular trading on the NYSE on the Closing Date of that Reorganization unless otherwise agreed to by the parties (the "Closing Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian for the account of the Acquiring Fund Fund, duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors Trustees of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization Merger shall close on June 1August 27, 2010 2012 or such other date as the parties may agree with respect to any or all Reorganizations Mergers (the "Closing Date"). All acts taking place at the closing of a Reorganization Merger (the "Closing") shall be deemed to take place simultaneously as of immediately prior to the opening of regular trading on the NYSE on the Closing Date of that Reorganization Time unless otherwise agreed to by the parties parties. In the event that on the Valuation Date or the Closing (a) the NYSE or another primary trading market for portfolio securities of the Merging Fund (each, an "Closing TimeExchange"). The Closing of each Reorganization ) shall be held closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in personthe judgment of the Board of Trustees of the Merging Fund or the corresponding Surviving Fund or the authorized officers of either of such entities, by facsimileaccurate appraisal of the value of the net assets of the Surviving Fund or the Merging Fund, email or such other communication means as respectively, is impracticable, the parties may reasonably agreeClosing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.2. With respect to each ReorganizationMerger: (a) The Target Merging Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Merging Fund as of the Closing Date Date, or as soon as reasonably practicable thereafter, to the Acquiring Surviving Fund's Custodian custodian for the account of the Acquiring Fund Surviving Fund, duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at No later than the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Merging Fund shall provide (i) instructions and related information to the Acquiring Surviving Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Merging Fund Shareholders shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) Valuation Date and (ii) the information and documentation maintained by the Target Merging Fund or its agents relating to the identification and verification of the Target Merging Fund Shareholders shareholders under the USA PATRIOT ACT Act and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Surviving Fund may reasonably request. The Acquiring Surviving Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (dc) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Surviving Fund shall issue and deliver to the Secretary of the Target Merging Fund a confirmation evidencing the Acquiring Surviving Fund shares Common Shares and Surviving Fund Preferred Shares, if any, to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity Merging Fund that such Acquiring Fund shares have been credited to the Target Merging Fund Shareholdersshareholders' accounts on the books of the Acquiring Surviving Fund. At the Closing, each party shall deliver . (d) Surviving Fund Common Shares of an aggregate net asset value equal to the other aggregate net asset value of the Merging Fund Common Shares shall be issued by the Surviving Fund to the holders of the Merging Fund Common Shares in exchange for all of the Merging Fund Common Shares. The aggregate net asset value of such bills of sale, checks, assignments, certificates, if any, receipts or other documents shares shall be determined as such other party or its counsel may reasonably requestset forth in Section 2 above. (e) In Surviving Fund Preferred Shares of an aggregate liquidation preference equal to the event aggregate liquidation preference of the Merging Fund Preferred Shares shall be issued by the Surviving Fund to the holders of the Merging Fund Preferred Shares, if any, in exchange for all of the Merging Fund Preferred Shares. The terms of the Surviving Fund Preferred Shares shall be substantially the same as the terms of the Merging Fund Preferred Shares. (f) The Surviving Fund shall not issue certificates representing Surviving Fund Common Shares in connection with the Merger. Any certificates representing ownership of Merging Fund Common Shares that on the Valuation Date or remain outstanding at the Closing Date (a) the NYSE or another primary trading market for portfolio securities Time shall be deemed to be cancelled by operation of law and shall no longer evidence ownership of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Merging Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredits shares.

CLOSING AND CLOSING DATE. 3.14.1. Each Reorganization The Closing Date shall close be on June 1such date as the Acquiring Fund and Target Fund may agree. The Closing shall be held at Columbia’s offices, 2010 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other date place as the parties may agree with respect to any or all Reorganizations (the "Closing Date"agree). All acts taking place , at the closing of a Reorganization ("Closing") shall be deemed to take place simultaneously as of immediately prior to the opening of regular trading on the NYSE on the Closing Date of that Reorganization unless otherwise agreed to by the parties (the "Closing Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means time as the parties may reasonably agree. 3.24.2. With respect to On the Closing Date, each Reorganization: (a) The Target Fund's portfolio securities’s assets, investments or other assets that are represented by a certificate or other written instrument including all the Target Fund’s cash shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian for the account of the corresponding Acquiring Fund Fund. All portfolio securities so delivered to be duly endorsed in proper form for transfer and in such manner and condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, thereof in accordance with the customary practices custom of Target brokers or, in the case of portfolio securities held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Custodian and any securities depository (in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as defined in Rule 17f-4 the case may be, under the Investment Company Act of 1940, as amended (the "“1940 Act")), in which ”) and accompanied by all necessary federal and state stock transfer stamps or a check for the Assets are deposited, the Target Fund's portfolio securities and instruments so heldappropriate 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 transferred by a 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 each Target Fund shall be delivered to or the corresponding Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on impracticable, the Closing Date in shall be postponed until the manner contemplated 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 this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to either the Target Fund or its broker, then the corresponding Acquiring Fund may, in its sole discretion, waive upon the delivery requirements giving of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered written notice to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slipsparty. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at 4.4. At the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the each Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect shall deliver to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target corresponding Acquiring Fund or its agents relating to the identification and verification designated agent a list of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders Fund’s shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing owned by each Target Fund shareholder, and indicating the Acquiring Fund number, if any, of such shares to be credited represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, or the Acquiring Fund will provide other to the Target Fund evidence satisfactory to the Target Entity Fund that such Acquiring Fund shares the Acquisition Shares issuable pursuant to paragraph 2.1 have been credited to the Target Fund Shareholders' accounts Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, 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, each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, checks, assignments, stock certificates, if any, receipts or other documents as such other party or its counsel may reasonably requestrequest in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by paragraph 2. (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization 3.1 The Closing Date shall close on June 1be December , 2010 1996 or such other later date as -- the parties may agree with respect to any or all Reorganizations (the "Closing Date")mutually agree. All acts taking place at the closing of a Reorganization ("Closing") Closing Date shall be deemed to take place simultaneously as of immediately prior to the opening close of regular trading on the NYSE business on the Closing Date of that Reorganization unless otherwise agreed to by the parties (the "Closing Time")provided. The Closing of each Reorganization shall be held in personat 4:00 p.m. (Eastern time) at the offices of the Acquiring Fund, by facsimileFederated ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, email ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, or such other communication means time and/or place as the parties may reasonably mutually agree. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. 3.2 If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Acquiring Fund (each, an "Exchange") or the Acquired Fund shall be closed to trading or trading thereupon thereon shall be restricted, ; or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, that accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.3 ARM Transfer Agency, Inc., as transfer agent for the Acquired Fund, shall 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 shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Acquired Fund, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, assumption agreements, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization shall close on June 1, 2010 the date identified on Exhibit A or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date"). All acts taking place at the closing of a Reorganization (the "Closing") shall be deemed to take place simultaneously as of immediately prior to the opening of regular trading on the NYSE on the Closing Date of that Reorganization unless otherwise agreed to by the parties (the "Closing Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian for the account of the Acquiring Fund Fund, duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the ClosingClosing or promptly thereafter, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) . The Acquiring Entity shall be responsible for paying all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, and shall deliver, at the Closing or promptly thereafter, a certificate of an authorized officer or the Acquiring Entity stating that all such taxes have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors Trustees of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.14.1. Each Reorganization The Closing Date shall close be on June 1such date as the Acquiring Fund and Target Fund may agree. The Closing shall be held at Columbia Threadneedle’s offices, 2010 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or such other date place as the parties may agree with respect to any agree), on or all Reorganizations (before 8:59 A.M. ET on the "Closing Date"). All acts taking place at the closing of a Reorganization ("Closing") shall be deemed to take place simultaneously as of immediately prior to the opening of regular trading on the NYSE Unless otherwise specified, all actions occurring, or representations and warranties made, on the Closing Date are effective and made as of that Reorganization unless otherwise agreed to by the parties (Closing. 4.2. As of the "Closing Time"). The Closing of Closing, each Reorganization Target Fund’s assets, including all the Target Fund’s cash and Investments, shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian custodian for the account of the corresponding Acquiring Fund Fund. All Investments so delivered to be duly endorsed in proper form for transfer and in such manner and condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, thereof in accordance with the customary practices custom of Target Custodian and any securities depository (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 defined in Rule 17f-4 the case may be, under the Investment Company Act of 1940, as amended (the "“1940 Act")), in which ”) and accompanied by all necessary federal and state stock transfer stamps or a check for the Assets are deposited, the Target Fund's portfolio securities and instruments so heldappropriate 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 transferred by a 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 each Target Fund shall be delivered to or the corresponding Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on impracticable, the Closing Date in shall be postponed until the manner contemplated 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 this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to either the Target Fund or its broker, then the corresponding Acquiring Fund may, in its sole discretion, waive upon the delivery requirements giving of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered written notice to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slipsparty. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at 4.4. At the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the each Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect shall deliver to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target corresponding Acquiring Fund or its agents relating to the identification and verification designated agent a list of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders Fund’s shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing owned by each Target Fund shareholder, and indicating the Acquiring Fund number, if any, of such shares to be credited represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, or the Acquiring Fund will provide other to the Target Fund evidence satisfactory to the Target Entity Fund that such Acquiring Fund shares the Acquisition Shares issuable pursuant to paragraph 2.1 have been credited to the Target Fund Shareholders' accounts Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, 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, each party shall deliver to the other such bills of sale, instruments of assumption of Obligations, checks, assignments, stock certificates, if any, receipts or other documents as such other party or its counsel may reasonably requestrequest in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by article 2. (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization shall close on June 1the date of the closing of the transactions contemplated by that certain Transaction Agreement (the "Transaction Agreement") dated as of September 28, 2010 2017 between Invesco Ltd., a Bermuda corporation, and Guggenheim Capital, LLC, a Delaware limited liability company, or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date"). All acts taking place at the closing of a Reorganization ("Closing") shall shall, subject to the satisfaction or waiver of the conditions in this Agreement, be deemed to take place simultaneously as of immediately prior to the opening later of regular trading on 7:01 p.m. Eastern time or the NYSE finalization of the applicable Target Fund's net asset value on the Closing Date of that Reorganization Reorganization, unless otherwise agreed to by the parties (the "Closing Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. The Target Fund shall notify the Acquiring Fund of any portfolio security held by the Target Fund in other than book-entry form at least five (5) business days prior to the Closing Date. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date Time to the Acquiring Fund's Custodian custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The Target Fund's portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Fund's custodian. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Target Fund as of the Closing Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as specified by the Acquiring Fund's custodian so as to constitute good delivery thereof. The cash to be transferred by a the Target Fund shall be delivered to the Acquiring Fund's Custodian custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodiancustodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each the Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federalfederal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At the Closing, or as soon as practicable thereafter, the Acquiring Entity will cause the custodian for the Acquiring Fund to deliver a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund portfolio securities, cash and any other Assets as of the final settlement date for such transfers. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections elections, if any, and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable the transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring EntityFund, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund Fund's shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (ai) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (bii) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board board of Trustees/Directors trustees of the Acquiring Entity or the Target Entity Entity, or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Valuation Date and the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredrestored or such later dates as may be mutually agreed in writing by an authorized officer of each party.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization shall close on June 1, 2010 the date identified on Exhibit A or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date"). All acts taking place at the closing of a Reorganization (the "Closing") shall be deemed to take place simultaneously as of immediately prior to the opening of regular trading on the NYSE on the Closing Date of that Reorganization unless otherwise agreed to by the parties (the "Closing Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian for the account of the Acquiring Fund Fund, duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the ClosingClosing or promptly thereafter, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors Trustees of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization shall close on June 1, 2010 the date identified on Exhibit A or such other date as the parties may agree with respect to any or all Reorganizations (the "“Closing Date"”). All acts taking place at the closing of a Reorganization ("the “Closing"”) shall be deemed to take place simultaneously as of immediately prior to the opening of regular trading on the NYSE on the Closing Date of that Reorganization unless otherwise agreed to by the parties (the "“Closing Time"”). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's ’s portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's ’s Custodian for the account of the Acquiring Fund Fund, duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's ’s custodian (the "“Target Custodian"”) to deliver to the Acquiring Fund's ’s Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "“1940 Act"”)), in which the Assets are deposited, the Target Fund's ’s portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's ’s Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "“Target Transfer Agent"”) to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' ’ accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors Trustees of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization shall close on June 1, 2010 or such other date as the parties may mutually agree with respect to any or all Reorganizations (the "“Closing Date"”). All acts taking place at the closing of a Reorganization ("“Closing"”) shall shall, subject to the satisfaction or waiver of the conditions in this Agreement, be deemed to take place simultaneously as of immediately prior to the opening later of regular trading on 7:01 p.m. Eastern time or the NYSE finalization of the applicable Target Fund’s net asset value on the Closing Date of that Reorganization Reorganization, unless otherwise agreed to by the parties (the "“Closing Time"”). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's ’s portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be presented, transferred and delivered by the Target Fund Fund’s custodian (the “Target Custodian”) as of the Closing Date Time to the Acquiring Fund's Custodian ’s custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") Custodian to deliver to the Acquiring Fund's Custodian ’s custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's ’s portfolio securities and instruments so held. The Target Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Fund’s custodian. A draft of such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such final certificates and other written instruments shall be transferred and delivered by the Target Custodian as of the Closing Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as specified by the Acquiring Fund’s custodian so as to constitute good delivery thereof. The cash to be transferred by a the Target Fund shall be delivered to the Acquiring Fund's Custodian ’s custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said the undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodiancustodian, such as brokers' ’ confirmation slips. (b) The Target Entity shall direct the Target Custodian for each the Target Fund to deliver, at the ClosingClosing or as soon as practicable thereafter, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes Taxes (as defined below) in connection with the delivery of the Assets, including all applicable Federalfederal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At the Closing, or as soon as practicable thereafter, the Acquiring Entity will cause the custodian for the Acquiring Fund to deliver a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund portfolio securities, cash and any other Assets as of the final settlement date for such transfers. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections elections, if any, and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable the transfer agent for a Target Fund (the "“Target Transfer Agent"”) to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring EntityFund, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (ai) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (bii) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board board of Trustees/Directors trustees of the Acquiring Entity or the Target Entity Entity, or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impossible or impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredrestored or such later dates as may be mutually agreed in writing by an authorized officer of each party.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization The Closing of the transactions contemplated by this Agreement shall close on June 1be September 8, 2010 2008, or such other later date as the parties may agree with respect to any or all Reorganizations in writing (the "“Closing Date"”). All acts taking place at the closing of a Reorganization ("Closing") Closing shall be deemed to take place simultaneously as of immediately prior to the opening close of regular trading on the NYSE business on the Closing Date of that Reorganization Date, unless otherwise agreed to by the parties (the "Closing Time")parties. The Closing of each Reorganization shall be held in personat the offices of the Trust, by facsimile▇▇▇ ▇ ▇▇▇▇▇▇, email ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other communication means place and time as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section a schedule of Assets. 3.3. State Street Bank and Trust Company (“State Street”), custodian for the reason that any of such securities or other investments purchased prior to Target Fund, shall deliver at the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (ia) except as permitted by Section 3.2(a), the Assets shall have been delivered in proper form to State Street, custodian for the Acquiring Fund no later than the Closing Time Fund, prior to or on the Closing Date, Date and (iib) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, federal and state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior . The Target Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the custodian for the Target Fund to the custodian for the Acquiring Fund for examination no later than five business days preceding the Closing Date and transferred and delivered by the Target Fund as of the parties mutually agreeClosing Date by the Target Fund for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Target Fund’s portfolio securities and instruments deposited with a securities depository, as defined in Rule 17f-4 under the 1940 Act, shall be delivered as of the Closing Date by book entry in accordance with the customary practices of such depositories and the custodian for the Acquiring Fund. The cash to be transferred by the Target Fund shall provide be delivered by wire transfer of federal funds on the Closing Date. 3.4. ▇▇▇▇▇▇▇ Fund Services Company (i) instructions and related information to the Acquiring Fund or its “RFSC”), as transfer agent with respect to for the Target Fund ShareholdersFund, including names, addresses, dividend reinvestment elections and tax withholding status on behalf of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing DateFund, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, records contain the names and addresses of the Target Fund Shareholders and the number and percentage ownership (to three decimal places) of outstanding shares of each class Class A, Class C, Class E and Class S Target Fund shares, as applicable, owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares Shares to be credited on the Closing Date, Date to the Target Fund or provide other evidence satisfactory to the Target Entity Fund that such Acquiring Fund shares Shares have been credited to the Target Fund Shareholders' accounts Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably requestrequest to effect the transactions contemplated by this Agreement. (e) 3.5. In the event that on immediately prior to the Valuation Date or the Closing Date Time (a) the NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers members of either of such entitiesparty to this Agreement, accurate appraisal of the value of the net assets with respect to the Class A, Class C, Class E or Class S shares of the Acquiring Fund or the Target Fund, respectively, Fund is impracticable, the Closing Date shall shall, at the discretion of the Funds Officers, be postponed until to the first business day after earliest practicable date. 3.6. The liabilities of the day when trading Target Fund shall have been fully resumed include all of the Target Fund’s liabilities, debts, obligations, and reporting shall have been restoredduties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable at the Closing Date, and whether or not specifically referred to in this Agreement.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization shall close on June 1May 18, 2010 2018, or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date"). All acts taking place at the closing of a Reorganization ("Closing") shall shall, subject to the satisfaction or waiver of the conditions in this Agreement, be deemed to take place simultaneously as of immediately prior to the opening later of regular trading on 7:01 p.m. Eastern time or the NYSE finalization of the applicable Target Fund's net asset value on the Closing Date of that Reorganization Reorganization, unless otherwise agreed to by the parties (the "Closing Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. The Target Fund shall notify the Acquiring Fund of any portfolio security held by the Target Fund in other than book-entry form at least five (5) business days prior to the Closing Date. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date Time to the Acquiring Fund's Custodian custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The Target Fund's portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Fund's custodian. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Target Fund as of the Closing Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as specified by the Acquiring Fund's custodian so as to constitute good delivery thereof. The cash to be transferred by a the Target Fund shall be delivered to the Acquiring Fund's Custodian custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodiancustodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each the Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federalfederal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At the Closing, or as soon as practicable thereafter, the Acquiring Entity will cause the custodian for the Acquiring Fund to deliver a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund portfolio securities, cash and any other Assets as of the final settlement date for such transfers. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections elections, if any, and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable the transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring EntityFund, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund Fund's shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (ai) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (bii) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board board of Trustees/Directors trustees of the Acquiring Entity or the Target Entity Entity, or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Valuation Date and the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredrestored or such later dates as may be mutually agreed in writing by an authorized officer of each party.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization The Closing Date shall close on June 1be September __, 2010 2001, or such other later date as the parties may agree with respect to any or all Reorganizations (the "Closing Date")in writing. All acts taking place at the closing of a Reorganization ("Closing") Closing shall be deemed to take place simultaneously as of immediately prior to the opening close of regular trading on the NYSE business on the Closing Date of that Reorganization unless otherwise agreed to by the parties (the "Closing Time")provided. The Closing of each Reorganization shall be held in personas of 5:00 p.m. (Eastern time) at the offices of ▇▇▇▇ and ▇▇▇▇ LLP, by facsimile▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, email ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, or at such other communication means time and/or place as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument Portfolio securities shall be transferred and delivered presented by the Target Acquired Fund to ▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co. ("BBH") as of the Closing Date to the Acquiring Fund's Custodian custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereofexamination no later than three business days preceding the Valuation Date. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive reject any securities if it reasonably believes that the delivery requirements ownership of this Section with respect to said undelivered such securities or other investments if by the Target Fund has, by or on the Closing Date, delivered to the Acquiring Acquired Fund or its Custodian executed copies the acquisition of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required securities by the Acquiring Fund or its Custodianwould violate the investment policies and restrictions of the Acquired Fund and the Acquiring Fund. The portfolio securities, such as brokers' confirmation slips. (b) The Target Entity cash and due bills shall direct be delivered by the Target Custodian for each Target Acquired Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except BBH as permitted by Section 3.2(a), the Assets have been delivered in proper form to custodian for the Acquiring Fund no later than for the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery account of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closingbrokers. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") cash shall be closed delivered by wire in federal funds or transferred to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets an account of the Acquiring Fund or specified by the Target Acquiring Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization 2.1 The Closing shall close occur as of 9:00 a.m. on June 1April 29, 2010 2011 or such other date as to which the parties may mutually agree with respect to any or all Reorganizations (the "“Closing Date"”). All acts taking place at the closing of a Reorganization ("Closing") Closing shall be deemed to take place simultaneously as of immediately prior to the opening of regular trading on the NYSE on the Closing Date of that Reorganization unless otherwise agreed to by the parties (the "Closing Time")provided. The Closing of each Reorganization shall be held in personat the offices of the Funds at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, by facsimile▇▇▇ ▇▇▇▇, email ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such other communication means time and/or place as the parties may reasonably mutually agree. 3.2. With respect to each Reorganization: (a) 2.2 The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Acquired Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian Fund at the Closing a statement of assets and liabilities, including a schedule of the Assets setting forth for all portfolio securities thereon their adjusted tax basis and holding period by lot, as of the Closing Date Closing, certified by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so heldPredecessor Company’s Treasurer or Assistant Treasurer. The cash to be transferred by a Target Fund Custodian shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on deliver at the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Custodian, on behalf of the Acquiring Fund no later than the Closing Time prior to or on the Closing Date, and . 2.3 If on the Valuation Date (iia) all necessary taxes in connection with the delivery NYSE or another primary trading market for portfolio securities of the AssetsAcquired Fund is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on the NYSE or elsewhere is disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or determination of the net asset value of any class of its shares is impracticable, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as shall be postponed until the parties mutually agree, first business day after the Target Fund shall provide (i) instructions day when trading has been fully resumed and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and completereporting has been restored. (d) 2.4 The Target Entity shall direct each applicable transfer agent for a Target the Acquired Fund (the "Target Transfer Agent") to shall deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, records contain the names and addresses of the Target Acquired Fund Shareholders and the number and percentage ownership of outstanding shares of each class Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares Shares to be credited to the Acquired Fund on the Closing Date, Date to the Secretary of the Predecessor Company or provide other evidence satisfactory to the Target Entity Acquired Fund that such Acquiring Fund shares Shares have been credited to the Target Fund Shareholders' accounts Acquired Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization The Closing Date shall close on June 1be [February 5, 2010 2007], or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date")agree. All acts taking place at the closing of a Reorganization the transactions provided for in this Agreement ("Closing") shall be deemed to take place simultaneously as of immediately prior to the opening close of regular trading on the NYSE business on the Closing Date of that Reorganization unless otherwise agreed to by the parties (parties. The close of business on the "Closing Date shall be as of 4:00 p.m., Eastern Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as at the parties may reasonably agreeoffices of the Company. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securitiesCompany shall direct [ ], investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian custodian for the account of the Acquiring Acquired Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") ), to deliver to the Acquiring Fund's Custodian as of Company at the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer of the Custodian stating that (i) except as permitted by Section 3.2(a), the Assets of the Acquired Fund have been delivered in proper form to the Acquiring Fund no later than the Closing Time within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, Federal and state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior . The Acquired Fund's portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund, as the Custodian also serves as the custodian for the Acquiring Fund. Such presentation shall be made for examination no later than five business days preceding the Closing Date as Date, and such certificates and other written instruments shall be transferred and delivered by the parties mutually agree, the Target Acquired Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) Date for the information and documentation maintained by the Target Fund or its agents relating to the identification and verification account of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably requestduly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund and its transfer agent shall have no obligation to inquire as to of the validity, propriety or correctness of any such instruction, information or documentation, but shallClosing Date by book entry, in accordance with the customary practices of the Custodian and of each casesecurities depository, assume that as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended ("1940 Act"), in which the Acquired Fund's Assets are deposited, the Acquired Fund's Assets deposited with such instruction, information or documentation is valid, proper, correct and completedepositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of Federal funds on the Closing Date. (d) 3.3. The Target Entity Company shall direct each applicable Hartford Investor Services Company, LLC, in its capacity as transfer agent for a Target Fund the Company (the "Target Transfer Agent") ), to deliver to the Acquiring Fund Company at the Closing a certificate of an authorized officer of the Transfer Agent stating that its records, as provided to the Acquiring Entity, records contain the names and addresses of the Target Acquired Fund Shareholders and the number and percentage ownership of outstanding Class IA shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing Company shall confirm that (a) the appropriate number of Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares Shares have been credited to the Target Fund Shareholders' accounts Acquired Fund's account on the books of the Acquiring FundFund pursuant to paragraph 1.1 herein prior to the actions contemplated by paragraph 1.4 herein and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4 herein. At the Closing, each party Closing the Company shall deliver to the other execute such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably requestnecessary to effect the Reorganization. (e) 3.4. In the event that on the Valuation Date or the Closing Date (a) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of the Target Acquiring Fund or the Acquired Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entitiesCompany, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each The Reorganization shall close on June 1[ ], 2010 2024, or such other date as the authorized officers of the parties may agree with respect to any or all Reorganizations (the "“Closing Date"”). All acts taking place at the closing of a the Reorganization ("“Closing"”) shall shall, subject to the satisfaction or waiver of the conditions in this Agreement, be deemed to take place simultaneously as of immediately prior to the opening later of regular trading on 7:01 p.m. Eastern time or the NYSE finalization of the Target Fund’s net asset value on the Closing Date of that Reorganization the Reorganization, unless otherwise agreed to by the parties (the "“Closing Time"”). The Closing of each the Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. In respect of the Reorganization, the Target Fund shall notify the Acquiring Fund of any portfolio security held by the Target Fund in other than book-entry form at least five (5) business days prior to the Closing Date. 3.2. With respect to each the Reorganization: (a) The Target Fund's ’s portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date Time to the Acquiring Fund's Custodian ’s custodian for the account of the such Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund Entity shall direct the Target Fund's ’s custodian (the "“Target Custodian"”) to deliver to the Acquiring Fund's Custodian ’s custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "“1940 Act"”)), in which the Assets are deposited, the Target Fund's ’s portfolio securities and instruments so held. The Target Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Fund’s custodian. The cash to be transferred by a the Target Fund shall be delivered to the Acquiring Fund's Custodian ’s custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodiancustodian, such as brokers' ’ confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections elections, if any, and tax withholding status of the such Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (dc) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (ed) In the event that on the Valuation Date or the Closing Date of the Reorganization: (ai) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (bii) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board board of Trustees/Directors trustees or directors, as applicable, of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Target Fund or the Target Fund, respectively, is impracticable, the Valuation Date and the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredrestored or such later dates as may be mutually agreed in writing by an authorized officer of each party.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization The Closing of the transactions contemplated by this Agreement shall close on June 1be September 22, 2010 2008, or such other later date as the parties may agree with respect to any or all Reorganizations in writing (the "“Closing Date"”). All acts taking place at the closing of a Reorganization ("Closing") Closing shall be deemed to take place simultaneously as of immediately prior to the opening close of regular trading on the NYSE business on the Closing Date of that Reorganization Date, unless otherwise agreed to by the parties (the "Closing Time")parties. The Closing of each Reorganization shall be held in personat the offices of the Trust, by facsimile▇▇▇ ▇ ▇▇▇▇▇▇, email ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other communication means place and time as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section a schedule of Assets. 3.3. State Street Bank and Trust Company (“State Street”), custodian for the reason that any of such securities or other investments purchased prior to Target Fund, shall deliver at the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (ia) except as permitted by Section 3.2(a), the Assets shall have been delivered in proper form to State Street, custodian for the Acquiring Fund no later than the Closing Time Fund, prior to or on the Closing Date, Date and (iib) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, federal and state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior . The Target Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the custodian for the Target Fund to the custodian for the Acquiring Fund for examination no later than five business days preceding the Closing Date and transferred and delivered by the Target Fund as of the parties mutually agreeClosing Date by the Target Fund for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Target Fund’s portfolio securities and instruments deposited with a securities depository, as defined in Rule 17f-4 under the 1940 Act, shall be delivered as of the Closing Date by book entry in accordance with the customary practices of such depositories and the custodian for the Acquiring Fund. The cash to be transferred by the Target Fund shall provide be delivered by wire transfer of federal funds on the Closing Date. 3.4. ▇▇▇▇▇▇▇ Fund Services Company (i) instructions and related information to the Acquiring Fund or its “RFSC”), as transfer agent with respect to for the Target Fund ShareholdersFund, including names, addresses, dividend reinvestment elections and tax withholding status on behalf of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing DateFund, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, records contain the names and addresses of the Target Fund Shareholders and the number and percentage ownership (to three decimal places) of outstanding shares of each class Class A, Class C, Class E and Class S Target Fund shares, as applicable, owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares Shares to be credited on the Closing Date, Date to the Target Fund or provide other evidence satisfactory to the Target Entity Fund that such Acquiring Fund shares Shares have been credited to the Target Fund Shareholders' accounts Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably requestrequest to effect the transactions contemplated by this Agreement. (e) 3.5. In the event that on immediately prior to the Valuation Date or the Closing Date Time (a) the NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers members of either of such entitiesparty to this Agreement, accurate appraisal of the value of the net assets with respect to the Class A, Class C, Class E or Class S shares of the Acquiring Fund or the Target Fund, respectively, Fund is impracticable, the Closing Date shall shall, at the discretion of the Funds Officers, be postponed until to the first business day after earliest practicable date. 3.6. The liabilities of the day when trading Target Fund shall have been fully resumed include all of the Target Fund’s liabilities, debts, obligations, and reporting shall have been restoredduties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable at the Closing Date, and whether or not specifically referred to in this Agreement.

CLOSING AND CLOSING DATE. 3.1. Each The Reorganization shall close on June 1November [ ], 2010 2025, or such other date as the authorized officers of the parties may agree with respect to any or all Reorganizations (the "“Closing Date"”). All acts taking place at the closing of a the Reorganization ("“Closing"”) shall shall, subject to the satisfaction or waiver of the conditions in this Agreement, be deemed to take place simultaneously as of immediately prior to the opening later of regular trading on 7:01 p.m. Eastern time or the NYSE finalization of the Target Fund’s net asset value on the Closing Date of that Reorganization the Reorganization, unless otherwise agreed to by the parties (the "“Closing Time"”). The Closing of each the Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. In respect of the Reorganization, the Target Fund shall notify the Acquiring Fund of any portfolio security held by the Target Fund in other than book-entry form at least five (5) business days prior to the Closing Date. 3.2. With respect to each the Reorganization: (a) The Target Fund's ’s portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date Time to the Acquiring Fund's Custodian ’s custodian for the account of the such Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund Entity shall direct the Target Fund's ’s custodian (the "“Target Custodian"”) to deliver to the Acquiring Fund's Custodian ’s custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "“1940 Act"”)), in which the Assets are deposited, the Target Fund's ’s portfolio securities and instruments so held. The Target Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Fund’s custodian. The cash to be transferred by a the Target Fund shall be delivered to the Acquiring Fund's Custodian ’s custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodiancustodian, such as brokers' ’ confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections elections, if any, and tax withholding status of the such Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (dc) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (ed) In the event that on the Valuation Date or the Closing Date of the Reorganization: (ai) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (bii) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board board of Trustees/Directors trustees or directors, as applicable, of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Target Fund or the Target Fund, respectively, is impracticable, the Valuation Date and the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredrestored or such later dates as may be mutually agreed in writing by an authorized officer of each party.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization shall close on June 1, 2010 or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date"). All acts taking place at the closing of a Reorganization ("Closing") shall be deemed to take place simultaneously as of immediately prior to the opening of regular trading on the NYSE on the Closing Date of that Reorganization unless otherwise agreed to by the parties (the "Closing Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments investments, or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the custodian for the Acquiring Fund (the "Acquiring Fund's Custodian Custodian") for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian Custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, in accordance with the customary practices of the Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), ) in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors Trustees of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization shall close on June 1the date of the closing of the transactions contemplated by that certain Agreement and Plan of Merger (the “Transaction Agreement”) dated as of October 17, 2010 2018, by and among Invesco Ltd., a Bermuda exempted company, Gem Acquisition Corp., a Delaware corporation, Gem Acquisition Two Corp., a Delaware corporation, MM Asset Management Holding LLC, a Delaware limited liability company, and ▇▇▇▇▇▇▇▇▇▇▇ Acquisition Corp., a Delaware corporation, or such other date as the parties may mutually agree with respect to any or all Reorganizations (the "“Closing Date"”). All acts taking place at the closing of a Reorganization ("“Closing"”) shall shall, subject to the satisfaction or waiver of the conditions in this Agreement, be deemed to take place simultaneously as of immediately prior to the opening later of regular trading on 7:01 p.m. Eastern time or the NYSE finalization of the applicable Target Fund’s net asset value on the Closing Date of that Reorganization Reorganization, unless otherwise agreed to by the parties (the "“Closing Time"”). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's ’s portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred transferred, presented and delivered by the Target Fund as of the Closing Date Time or as soon as practicable thereafter to the Acquiring Fund by directing that the Target Fund's Custodian for ’s custodian (the “Custodian”) transfer and deliver them from the account of the Target Fund (the “Target Account”) to an account of the Acquiring Fund at the Custodian (the “Acquiring Account”) duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") Custodian to transfer and deliver to the Acquiring Fund's Custodian Account as of the Closing Date by book entry, in accordance with the customary practices of Target the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's ’s portfolio securities and instruments so held. The cash to be transferred by a the Target Fund shall be delivered transferred from the Target Account to the Acquiring Fund's Custodian Account by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' ’ confirmation slips. (b) The Target Entity shall direct the Target Custodian for each the Target Fund to deliver, at the ClosingClosing or as soon as practicable thereafter, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes Taxes (as defined below) in connection with the delivery of the Assets, including all applicable Federalfederal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At the Closing, or as soon as practicable thereafter, the Acquiring Entity will cause the Custodian to deliver a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund portfolio securities, cash and any other Assets as of the final settlement date for such transfers. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall instruct its transfer agent (the “Target Transfer Agent”) to provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections elections, if any, and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") Agent to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring EntityFund, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (ai) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (bii) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board board of Trustees/Directors trustees of the Acquiring Entity or the Target Entity Entity, or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impossible or impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredrestored or such later dates as may be mutually agreed in writing by an authorized officer of each party.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization The Closing of the transactions contemplated by this Agreement shall close on June 1be January 24, 2010 2003, or such other later date as the parties may agree with respect to any or all Reorganizations in writing (the "Closing Date"). All acts taking place at the closing of a Reorganization ("Closing") Closing shall be deemed to take place simultaneously as of immediately prior to the opening close of regular trading on the NYSE business on the Closing Date of that Reorganization Date, unless otherwise agreed to by the parties (the "Closing Time")parties. The Closing of each Reorganization shall be held in personat the offices of Dechert, by facsimile▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ -- ▇▇▇▇▇, email ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other communication means place and time as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Each Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the its corresponding Acquiring Fund's Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any a schedule of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slipsAssets. 3.3. State Street Bank and Trust Company (b) The Target Entity shall direct the Target Custodian "State Street"), custodian for each Target Fund to deliverFund, shall deliver at the Closing, Closing a certificate of an authorized officer stating that (ia) except as permitted by Section 3.2(a), the Assets shall have been delivered in proper form to the State Street, custodian for each Acquiring Fund no later than the Closing Time Fund, prior to or on the Closing Date, Date and (iib) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, federal and state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior . Each Target Fund's portfolio securities represented by a certificate or other written instrument shall be presented by the custodian for each Target Fund to the custodian for each Acquiring Fund for examination no later than five business days preceding the Closing Date as the parties mutually agree, the and transferred and delivered by each Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing DateDate by each Target Fund for the account of its corresponding Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. Each Target Fund's portfolio securities and instruments deposited with a securities depository, as necessary) defined in Rule 17f-4 under the 1940 Act, shall be delivered as of the Closing Date by book entry in accordance with the customary practices of such depositories and (ii) the information and documentation maintained custodian for its corresponding Acquiring Fund. The cash to be transferred by the each Target Fund or its agents relating to shall be delivered by wire transfer of federal funds on the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and completeClosing Date. (d) The Target Entity shall direct each applicable 3.4. Hartford Investor Services Company, as transfer agent for a each Target Fund (the "Fund, on behalf of each Target Transfer Agent") to Fund, shall deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, records contain the names and addresses of the Target Fund Shareholders and the number and percentage ownership (to three decimal places) of outstanding Class IA Target Fund shares of each class owned by each such shareholder immediately prior to the Closing. The Each Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares Shares to be credited on the Closing Date, Date to its corresponding Target Fund or provide other evidence satisfactory to the its corresponding Target Entity Fund that such Acquiring Fund shares Shares have been credited to the that Target Fund Shareholders' accounts Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably requestrequest to effect the transactions contemplated by this Agreement. (e) 3.5. In the event that on immediately prior to the Valuation Date or the Closing Date Time (a) the NYSE or another primary trading market for portfolio securities of the an Acquiring Fund or a Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers members of either of such entitiesparty to this Agreement, accurate appraisal of the value of the net assets with respect to the Class IA shares of the an Acquiring Fund or the a Target Fund, respectively, Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.6. The liabilities of each Target Fund shall include all of such Target Fund's liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable at the Closing Date, and whether or not specifically referred to in this Agreement including but not limited to any deferred compensation to such Target Fund's board members.

CLOSING AND CLOSING DATE. 3.1. Each The Reorganization shall close on June 1December 30, 2010 2011 or such other date as the parties may agree with respect to any or all Reorganizations (the "“Closing Date"”). All acts taking place at the closing of a the Reorganization ("“Closing"”) shall be deemed to take place simultaneously as of immediately prior to the opening of regular trading on the NYSE on the Closing Date of that the Reorganization unless otherwise agreed to by the parties (the "“Closing Time"”). The Closing of each the Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. 3.2. With respect to each the Reorganization: (a) The Target Fund's ’s portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's ’s Custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's ’s custodian (the "“Target Custodian"”) to deliver to the Acquiring Fund's ’s Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "“1940 Act"”)), in which the Assets are deposited, the Target Fund's ’s portfolio securities and instruments so held. The cash to be transferred by a the Target Fund shall be delivered to the Acquiring Fund's ’s Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' ’ confirmation slips. (b) The Target Entity shall direct the Target Custodian for each the Target Fund to deliver, deliver to the Acquiring Fund at the Closing, or promptly thereafter, consistent with commercially reasonable standards, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "“AML Documentation"”) and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable the transfer agent for a the Target Fund (the "“Target Transfer Agent"”) to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' ’ accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors Trustees of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization The Closing Date shall close on June 1be [ ], 2010 2014, or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date")agree. All acts taking place at the closing of a Reorganization the transactions provided for in this Agreement ("“Closing"”) shall be deemed to take place simultaneously as of immediately prior to the opening close of regular trading on the NYSE business on the Closing Date of that Reorganization unless otherwise agreed to by the parties parties. The close of business on the Closing Date shall be as of the close of business on the NYSE (the "Closing ordinarily 4:00 p.m., Eastern Time"). The Closing of each Reorganization shall be held in person, by facsimile, email at the offices of HIMCO Variable Insurance Trust or at such other communication means time and/or place as the parties may reasonably agree. 3.2. With respect Hartford Series Fund shall direct J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank, N.A., as custodian for the Acquired Fund (“Custodian”), to each Reorganization: (a) deliver to the Registrants at the Closing a certificate of an authorized officer of the Custodian stating that the Assets of the Acquired Fund have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date. The Target Acquired Fund's ’s portfolio securities, investments or other assets that are securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons who have primary responsibility for the safekeeping of the assets of the Acquiring Fund. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Target Acquired Fund as of the Closing Date to the Acquiring Fund's Custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund Custodian shall direct the Target Fund's custodian (the "Target Custodian") to deliver to those persons who have primary responsibility for the safekeeping of the assets of the Acquiring Fund's Custodian Fund as of the Closing Date by book entry, in accordance with the customary practices of Target the Custodian and any such persons and of each securities depository (depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "“1940 Act")”), in which the Acquired Fund’s Assets are deposited, the Target Acquired Fund's portfolio securities and instruments so held’s Assets deposited with such depositories. The cash to be transferred by a Target the Acquired Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal Federal funds or other appropriate means on the Closing Date. 3.3. If the Target Hartford Series Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund mayshall direct Hartford Administrative Services Company, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents capacity as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target the Acquired Fund (the "Target “Transfer Agent") ”), to deliver to the Acquiring Fund Registrants at the Closing a certificate of an authorized officer of the Transfer Agent stating that its records, as provided to the Acquiring Entity, records contain the names and addresses of the Target Acquired Fund Shareholders and the number and percentage ownership of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Secretary of HIMCO Variable Insurance Trust shall confirm that (a) the appropriate number of Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares Shares have been credited to the Target Fund Shareholders' accounts Acquired Fund’s account on the books of the Acquiring FundFund pursuant to paragraph 1.1 herein prior to the actions contemplated by paragraph 1.4 herein and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4 herein. At the Closing, each party Closing the Registrants shall deliver to the other execute such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably requestnecessary to effect the Reorganization. (e) 3.4. In the event that on the Valuation Date or the Closing Date (a) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of the Target Acquired Fund (each, an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entitiesHartford Series Fund, accurate appraisal of the value of the net assets of the Acquiring Acquired Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredearliest practicable date.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization The Closing Date shall close on June 1be [ ], 2010 2025, or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date")agree. All acts taking place at the closing of a Reorganization the transactions provided for in this Agreement ("“Closing"”) shall be deemed to take place simultaneously as of immediately prior to the opening close of regular trading on the NYSE business on the Closing Date of that Reorganization unless otherwise agreed to by the parties (parties. The “close of business” on the "Closing Date shall be as of 5:00 p.m., Eastern Time"). The Closing of each Reorganization shall be held in person, by facsimile, email at the offices of JPMIM or at such other communication means time and/or place, including by virtual means, as the parties may reasonably agree. 3.2. With respect Target Trust shall direct JPMorgan Chase Bank, N.A. (“JPMCB”), as custodian for the Target Fund (“Target Fund Custodian”), to each Reorganization: (a) The Target deliver to ETF Trust, on behalf of the Acquiring Fund's portfolio securities, investments or other assets that are represented by at the Settlement Date, as defined below, a certificate or of an authorized officer stating that (i) all Assets, cash and other written instrument shall be transferred and delivered financial interests of the Target Fund held by the Target Fund as Custodian on behalf of the Closing Date Target Fund pursuant to the Target Fund’s custody agreement with the Target Fund Custodian have been delivered to the Acquiring Fund's , as of the settlement date of [ ], 2025 (the “Settlement Date”), (ii) the Target Fund Custodian has paid any and all taxes with respect to the Target Fund that the Target Fund has specifically and properly instructed the Target Fund Custodian to pay, and agrees to notify the Acquiring Fund in the event it receives notification of any additional taxes that would be due with respect to the Target Fund, and (iii) all income that is received by the Target Fund Custodian after the Settlement Date for the account of the Target Fund will be credited to the Acquiring Fund duly endorsed in proper form for transfer accordance with Section 2.7 of the March 31, 2022 Amended and in such condition Restated Global Custody and Fund Accounting Agreement between the Target Fund and the Target Fund Custodian, as amended from time to constitute good delivery thereoftime. The Target Fund Custodian shall direct deliver to JPMCB, as the Target Fund's custodian for the Acquiring Fund (the "Target “Acquiring Fund Custodian") to deliver to the Acquiring Fund's Custodian ”), as of the Closing Settlement Date by book entry, in accordance with the customary practices of the Target Fund Custodian and any of each securities depository (depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, of the Target Fund's portfolio securities and instruments so heldFund deposited with such depositories. The cash to be transferred by a the Target Fund shall be delivered to the Acquiring Fund's Fund Custodian by wire transfer of federal funds or other appropriate means on the Closing Settlement Date. 3.3. If Target Trust shall direct DST Asset Manager Solutions, Inc., in its capacity as transfer agent for the Target Fund is unable (“Transfer Agent”), to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior deliver to the Closing Date have not yet been delivered to the Target Fund or its brokerETF Trust, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, records contain the names name and addresses address of the each Target Fund Shareholders Shareholder and the number and percentage ownership of outstanding shares of each class Target Fund Shares owned by each such shareholder Shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares Shares have been credited to the Target Fund Shareholders' accounts Fund’s account on the books of the Acquiring FundFund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Target Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing, Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such the other party or its counsel may reasonably request. (e) 3.4. In the event that on at the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Target Fund (each, each an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, that accurate appraisal of the value of the net assets Assets of the Target Fund or the Acquiring Fund or is impracticable (in the judgment of the Trustees of Target Trust, with respect to the Target Fund and of the Trustees of ETF Trust with respect to the Acquiring Fund, respectively, is impracticable), the Closing Date shall be postponed until the first Friday (that is also a business day day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization The Closing of the transactions contemplated by this Agreement shall close on June 1be October 15, 2010 2012, or such other date as the parties may agree with respect to any or all Reorganizations in writing (the "“Closing Date"”). All acts taking place at the closing of a Reorganization ("Closing") Closing shall be deemed to take place simultaneously as of immediately prior to the opening close of regular trading on the NYSE business on the Closing Date of that Reorganization Date, unless otherwise agreed to by the parties (the "Closing Time")parties. The Closing of each Reorganization shall be held in personat the offices of the Trust, by facsimile▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, email ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other communication means place and time as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section a schedule of Assets. 3.3. State Street Bank and Trust Company (“State Street”), custodian for the reason that any of such securities or other investments purchased prior to Target Fund, shall deliver at the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (ia) except as permitted by Section 3.2(a), the Assets shall have been delivered in proper form to State Street, custodian for the Acquiring Fund no later than the Closing Time Fund, prior to or on the Closing Date, Date and (iib) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, federal and state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior . The Target Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the custodian for the Target Fund to the custodian for the Acquiring Fund for examination no later than five business days preceding the Closing Date and transferred and delivered by the Target Fund as of the parties mutually agreeClosing Date by the Target Fund for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Target Fund’s portfolio securities and instruments deposited with a securities depository, as defined in Rule 17f-4 under the 1940 Act, shall be delivered as of the Closing Date by book entry in accordance with the customary practices of such depositories and the custodian for the Acquiring Fund. The cash to be transferred by the Target Fund shall provide be delivered by wire transfer of federal funds on the Closing Date. 3.4. ▇▇▇▇▇▇▇ Fund Services Company (i) instructions and related information to the Acquiring Fund or its “RFSC”), as transfer agent with respect to for the Target Fund ShareholdersFund, including names, addresses, dividend reinvestment elections and tax withholding status on behalf of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing DateFund, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, records contain the names and addresses of the Target Fund Shareholders and the number and percentage ownership (to three decimal places) of outstanding shares of each class Class C, Class E, Class I and Class S Target Fund shares, as applicable, owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares Shares to be credited on the Closing Date, Date to the Target Fund or provide other evidence satisfactory to the Target Entity Fund that such Acquiring Fund shares Shares have been credited to the Target Fund Shareholders' accounts Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably requestrequest to effect the transactions contemplated by this Agreement. (e) 3.5. In the event that on immediately prior to the Valuation Date or the Closing Date Time (a) the NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers Oversight Committee of either of such entitiesparty to this Agreement, accurate appraisal of the value of the net assets determined pursuant to the valuation procedures referred to in section 2.1 with respect to the Class C, Class E, Class I or Class S shares of the Acquiring Fund or the Target Fund, respectively, Fund is impracticable, the Closing Date shall shall, at the discretion of the Funds’ officers, be postponed until to the first business day after earliest practicable date. 3.6. The liabilities of the day when trading Target Fund shall have been fully resumed include all of the Target Fund’s liabilities, debts, obligations, and reporting shall have been restoredduties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable at the Closing Date, and whether or not specifically referred to in this Agreement including but not limited to any deferred compensation to the Target Fund’s board members.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization 2.1 The Closing Date shall close on June 1be , 2010 2017, or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date")in writing. All acts taking place at the closing of a Reorganization ("Closing") Closing shall be deemed to take place simultaneously as of immediately prior to after the opening close of regular trading on the NYSE business on the Closing Date of that Reorganization unless otherwise agreed to by the parties (parties. The close of business on the "Closing Date shall be as of 4:00 p.m. New York Time"). The Closing of each Reorganization shall be held in personat the offices of JCM, by facsimile▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, email ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or at such other communication time and/or place, or by such other means of communication, as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets 2.2 In the event that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of on the Closing Date to or the Acquiring Fund's Custodian Valuation Time (i) the New York Stock Exchange or another primary trading market for the account portfolio securities of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The or the Target Fund (each, an “Exchange”) shall direct be closed to trading or trading thereon shall be restricted or (ii) trading or the reporting of trading on said Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees of the Janus Trust or the ▇▇▇▇▇▇▇▇▇ Trust or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of a Acquiring Fund or a Target Fund is impracticable, the Closing Date shall be postponed until at least the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 2.3 The ▇▇▇▇▇▇▇▇▇ Trust shall cause Boston Financial Data Services, transfer agent of the Target Fund's custodian (the "Target Custodian") , to deliver to the Acquiring Fund's Custodian as of at the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), its records contain the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, names and (ii) all necessary taxes in connection with the delivery addresses of the AssetsCurrent Shareholders and the number, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addressesclass, dividend reinvestment elections and election, tax withholding status and percentage ownership of outstanding shares of the Target Fund Shareholders as owned by each such shareholder immediately prior to the Closing. The Janus Trust shall issue and deliver or cause Janus Services LLC, the transfer agent to the Acquiring Fund, to issue and deliver a confirmation evidencing the Class A, C, I and N Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the date agreed upon (▇▇▇▇▇▇▇▇▇ Trust or provide evidence satisfactory to the ▇▇▇▇▇▇▇▇▇ Trust that such information Class A, C, I and N Acquiring Fund Shares have been credited to be updated as the account of the Closing Date, as necessary) and (ii) Current Shareholders on the information and documentation maintained by books of the Acquiring Fund. 2.4 The Target Fund or shall cause its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") custodian to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer identifying all of the Target Fund’s portfolio securities, investments, cash, and any other Assets as of the Valuation Time and stating that its recordsthe Target Fund’s portfolio securities, as provided investments, cash, and any other Assets shall have been delivered in proper form to constitute good delivery thereof to the Acquiring Entity, contain the names and addresses Fund’s custodian on behalf of the Target Acquiring Fund Shareholders and on the number of outstanding shares of each class owned by each such shareholder immediately prior to the ClosingClosing Date. The Acquiring Fund shall issue and cause its custodian to deliver to the Secretary of the Target Fund at the Closing, a confirmation evidencing certificate of an authorized officer acknowledging that the Acquiring Fund shares to be credited has received the Target Fund’s portfolio securities, cash and other Assets on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. . 2.5 At the Closing, each party shall deliver to the other such bills of salesales, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In 2.6 The net asset value per share of the event that on Acquiring Fund Shares to be delivered to the Target Fund, the value of the Assets of the Target Fund transferred hereunder and the value of the Liabilities of the Target Fund to be assumed hereunder shall, in each case, be determined as of the Valuation Date Time. Such valuations and determinations shall be made by the Acquiring Fund, in cooperation with the Target Fund, in accordance with the Acquiring Fund’s valuation procedures established by the Board of Trustees of the Janus Trust, which shall be provided to the Target Fund prior to the Valuation Time, and shall be confirmed in writing to the Target Fund. All computations of value shall be subject to review by the Target Fund and, if requested by either the ▇▇▇▇▇▇▇▇▇ Trust or the Closing Date Janus Trust, by the independent registered public accountant of the requesting party. 2.7 The number of Acquiring Fund Shares of each class to be issued (aincluding fractional shares to the third decimal place) shall be determined by dividing the NYSE or another primary trading market for portfolio securities value of the (i) Assets with respect to the corresponding class of the Target Fund, net of the Liabilities of the Target Fund with respect to the corresponding class of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment each calculated as of the Board of Trustees/Directors Valuation Time in accordance with Section 2.6), by (ii) the net asset value per share of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets applicable class of the Acquiring Fund as of the Valuation Time. 2.8 The net asset value per share of each class of the Acquiring Fund shares issued in connection with the Reorganization shall be the net asset value per share of the corresponding class of the Target Fund as of the Valuation Time, determined as set forth in Section 2.6 above, provided that, if more than one class of shares of the Target Fund is being exchanged for a single class of shares of the Acquiring Fund, then the net asset value per share of such class of shares of the Acquiring Fund issued in connection with the Reorganization shall be the net asset value per share of the corresponding class of the Target Fund having attributes most consistent with the Acquiring Fund share class, as determined by the Acquiring Fund, or the net asset value of such other class of shares of the Acquiring Fund as the parties may mutually agree. 2.9 The Target Fund shall be the accounting and performance survivor in the Reorganization, with the result that the Acquiring Fund, as the corporate survivor in the Reorganization, shall adopt the accounting and performance history of the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization shall close on June 1, 2010 or such other date as the parties may mutually agree with respect to any or all Reorganizations (the "“Closing Date"”). All acts taking place at the closing of a Reorganization ("“Closing"”) shall shall, subject to the satisfaction or waiver of the conditions in this Agreement, be deemed to take place simultaneously as of immediately prior to the opening later of regular trading on [7:01 p.m.] Eastern time or the NYSE finalization of the applicable Target Fund’s net asset value on the Closing Date of that Reorganization Reorganization, unless otherwise agreed to by the parties (the "“Closing Time"”). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's ’s portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be presented, transferred and delivered by the Target Fund Fund’s custodian (the “Target Custodian”) as of the Closing Date Time to the Acquiring Fund's Custodian ’s custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") Custodian to deliver to the Acquiring Fund's Custodian ’s custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's ’s portfolio securities and instruments so held. The Target Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Fund’s custodian. A draft of such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such final certificates and other written instruments shall be transferred and delivered by the Target Custodian as of the Closing Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as specified by the Acquiring Fund’s custodian so as to constitute good delivery thereof. The cash to be transferred by a the Target Fund shall be delivered to the Acquiring Fund's Custodian ’s custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said the undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodiancustodian, such as brokers' ’ confirmation slips. (b) The Target Entity shall direct the Target Custodian for each the Target Fund to deliver, at the ClosingClosing or as soon as practicable thereafter, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes Taxes (as defined below) in connection with the delivery of the Assets, including all applicable Federalfederal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At the Closing, or as soon as practicable thereafter, the Acquiring Entity will cause the custodian for the Acquiring Fund to deliver a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund portfolio securities, cash and any other Assets as of the final settlement date for such transfers. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections elections, if any, and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable the transfer agent for a Target Fund (the "“Target Transfer Agent"”) to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring EntityFund, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (ai) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (bii) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board board of Trustees/Directors trustees of the Acquiring Entity or the Target Entity Entity, or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impossible or impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredrestored or such later dates as may be mutually agreed in writing by an authorized officer of each party.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization 2.1 The Closing Date shall close be on June 1, 2010 or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date")in writing. All acts taking place at the closing of a Reorganization ("Closing") Closing shall be deemed to take place simultaneously as of immediately prior to the opening of regular trading on the NYSE on the Closing Date of that Reorganization Effective Time unless otherwise agreed to by the parties (the "Closing Time")provided. The Closing of each Reorganization shall be held in person, by facsimile, email or at such other communication means place as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities2.2 State Street Bank, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund Acquired Fund, shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records(a) the Acquired Fund's portfolio securities, as provided cash and any other assets have been transferred in proper form to the Acquiring EntityFund's Custodian on the Closing Date and (b) all necessary taxes, contain if any, have been paid, or provision for payment has been made, in conjunction with the names and addresses delivery of portfolio securities. 2.3 The Acquired Fund shall deliver to the Acquiring Fund on or prior to the Liquidation Date a list of the Target Fund Shareholders names, addresses and taxpayer identification numbers of its shareholders and the number of outstanding shares of each class Acquired Fund Shares owned by each such shareholder immediately prior to (the Closing"Shareholder Lists"), all as of the Effective Time, certified by the Secretary or Assistant Secretary of the Acquired Fund. The Acquiring Fund shall issue and deliver to the Secretary of Acquired Fund at the Target Fund Closing a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity Acquired Fund that such Acquiring Fund shares Shares have been or will be credited to the Target Fund Shareholders' accounts Acquired Fund's account on the books of the Acquiring Fund. At the Closing, Closing each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or and other documents as such other party or its counsel may reasonably requestrequest to effect the transactions contemplated by this Agreement. (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization shall close on June 1the date of the closing of the transactions contemplated by that certain Agreement and Plan of Merger (the “Transaction Agreement”) dated as of October 17, 2010 2018, by and among Invesco Ltd., a Bermuda exempted company, Gem Acquisition Corp., a Delaware corporation, Gem Acquisition Two Corp., a Delaware corporation, MM Asset Management Holding LLC, a Delaware limited liability company, and ▇▇▇▇▇▇▇▇▇▇▇ Acquisition Corp., a Delaware corporation, or such other date as the parties may mutually agree with respect to any or all Reorganizations (the "“Closing Date"”). All acts taking place at the closing of a Reorganization ("“Closing"”) shall shall, subject to the satisfaction or waiver of the conditions in this Agreement, be deemed to take place simultaneously as of immediately prior to the opening later of regular trading on 7:01 p.m. Eastern time or the NYSE finalization of the applicable Target Fund’s net asset value on the Closing Date of that Reorganization Reorganization, unless otherwise agreed to by the parties (the "“Closing Time"”). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's ’s portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date Time or as soon as practicable thereafter to the Acquiring Fund's Custodian ’s custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's ’s custodian (the "“Target Custodian"”) to deliver to the Acquiring Fund's Custodian ’s custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's ’s portfolio securities and instruments so held. The cash to be transferred by a the Target Fund shall be delivered to the Acquiring Fund's Custodian ’s custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodiancustodian, such as brokers' ’ confirmation slips. (b) The Target Entity shall direct the Target Custodian for each the Target Fund to deliver, at the ClosingClosing or as soon as practicable thereafter, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes Taxes (as defined below) in connection with the delivery of the Assets, including all applicable Federalfederal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At the Closing, or as soon as practicable thereafter, the Acquiring Entity will cause the custodian for the Acquiring Fund to deliver a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund portfolio securities, cash and any other Assets as of the final settlement date for such transfers. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections elections, if any, and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable the transfer agent for a Target Fund (the "“Target Transfer Agent"”) to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring EntityFund, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (ai) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (bii) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board board of Trustees/Directors trustees of the Acquiring Entity or the Target Entity Entity, or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impossible or impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredrestored or such later dates as may be mutually agreed in writing by an authorized officer of each party.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization shall close on June 1, 2010 or such other date as the parties may mutually agree with respect to any or all Reorganizations (the "“Closing Date"”). All acts taking place at the closing of a Reorganization ("“Closing"”) shall shall, subject to the satisfaction or waiver of the conditions in this Agreement, be deemed to take place simultaneously as of immediately prior to the opening later of regular trading on [7:01 p.m.] Eastern time or the NYSE finalization of the applicable Target Fund’s net asset value on the Closing Date of that Reorganization Reorganization, unless otherwise agreed to by the parties (the "“Closing Time"”). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's ’s portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be presented, transferred and delivered by the Target Fund Fund’s custodian (the “Target Custodian”) as of the Closing Date Time to the Acquiring Fund's Custodian ’s custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") Custodian to deliver to the Acquiring Fund's Custodian ’s custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's ’s portfolio securities and instruments so held. The Target Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Fund’s custodian. A draft of such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such final certificates and other written instruments shall be transferred and delivered by the Target Custodian as of the Closing Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as specified by the Acquiring Fund’s custodian so as to constitute good delivery thereof. The cash to be transferred by a the Target Fund shall be delivered to the Acquiring Fund's Custodian ’s custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said the undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodiancustodian, such as brokers' ’ confirmation slips. (b) The Each Target Entity shall direct the Target Custodian for each the Target Fund to deliver, at the ClosingClosing or as soon as practicable thereafter, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes Taxes (as defined below) in connection with the delivery of the Assets, including all applicable Federalfederal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At the Closing, or as soon as practicable thereafter, the Acquiring Entity will cause the custodian for the Acquiring Fund to deliver a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund portfolio securities, cash and any other Assets as of the final settlement date for such transfers. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections elections, if any, and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Each Target Entity shall direct each applicable the transfer agent for a Target Fund (the "“Target Transfer Agent"”) to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring EntityFund, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (ai) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (bii) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board board of Trustees/Directors trustees of the Acquiring Entity or the board of directors of a Target Entity Entity, or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impossible or impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredrestored or such later dates as may be mutually agreed in writing by an authorized officer of each party.

CLOSING AND CLOSING DATE. 3.1. Each The Reorganization shall close on June 116, 2010 2025, or such other date as the authorized officers of the parties may agree with respect to any or all Reorganizations (the "“Closing Date"”). All acts taking place at the closing of a the Reorganization ("“Closing"”) shall shall, subject to the satisfaction or waiver of the conditions in this Agreement, be deemed to take place simultaneously as of immediately prior to the opening later of regular trading on 7:01 p.m. Eastern time or the NYSE finalization of the Target Fund’s net asset value on the Closing Date of that Reorganization the Reorganization, unless otherwise agreed to by the parties (the "“Closing Time"”). The Closing of each the Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. In respect of the Reorganization, the Target Fund shall notify the Acquiring Fund of any portfolio security held by the Target Fund in other than book-entry form at least five (5) business days prior to the Closing Date. 3.2. With respect to each the Reorganization: (a) The Target Fund's ’s portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date Time to the Acquiring Fund's Custodian ’s custodian for the account of the such Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund Entity shall direct the Target Fund's ’s custodian (the "“Target Custodian"”) to deliver to the Acquiring Fund's Custodian ’s custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "“1940 Act"”)), in which the Assets are deposited, the Target Fund's ’s portfolio securities and instruments so held. The Target Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Fund’s custodian. The cash to be transferred by a the Target Fund shall be delivered to the Acquiring Fund's Custodian ’s custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodiancustodian, such as brokers' ’ confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections elections, if any, and tax withholding status of the such Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (dc) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (ed) In the event that on the Valuation Date or the Closing Date of the Reorganization: (ai) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (bii) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board board of Trustees/Directors trustees or directors, as applicable, of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Target Fund or the Target Fund, respectively, is impracticable, the Valuation Date and the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredrestored or such later dates as may be mutually agreed in writing by an authorized officer of each party.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization 2.1 The Closing Date shall close on June 1be September 26, 2010 2003, or such other later date as the parties may agree with respect to any or all Reorganizations (the "Closing Date")in writing. All acts taking place at the closing of a Reorganization ("Closing") Closing shall be deemed to take place simultaneously as of immediately prior to after the opening close of regular trading on the NYSE business on the Closing Date of that Reorganization unless otherwise agreed to by the parties (the "Closing Time")parties. The Closing close of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery business on the Closing Date in shall be as of 4:00 p.m. New York Time. The Closing shall be held at the manner contemplated by this Section offices of Janus Capital Management LLC ("Janus Capital"), 100 Fillmore Street, Denver, Colorado 80206-4928, or at such other ti▇▇ ▇▇▇/▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇. 2.2 The Corporation shall direct Brown Brothers Harriman & Co. (the "Custodian"), as custodian for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker▇▇▇▇ecessor Fu▇▇▇, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to ▇▇ deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets assets shall have been delivered in proper form to the Acquiring Fund no later than the Closing Time Successor Funds prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assetsassets, including all applicable Federal, federal and state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior . Each Predecessor 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 Successor Funds no later than five business days preceding the Closing Date, and shall be transferred and delivered by each Predecessor Fund as of the Closing Date as for the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status account of the Target corresponding Successor Fund Shareholders duly endorsed in proper form for transfer in such condition as of the date agreed upon (such information to be updated constitute good delivery thereof. The Custodian shall deliver, as of the Closing Date, by book entry, in accordance with the customary practices of the Custodian and the securities depositories (as necessarydefined in Rule 17f-4 under the 1940 Act) and (ii) the information and documentation maintained in which each Predecessor Fund's assets are deposited, each ▇▇▇▇▇▇▇ssor Fund's assets deposited with such depositories. The cash to be transferred by the Target Predecessor Funds shall be delivered by wire transfer of federal funds on the Closing Date. 2.3 The Corporation shall cause Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering lawsServices, rules and regulations Inc. (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") ), transfer agent of the Predecessor Funds, to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, records contain the names and addresses of the Target Fund Current Shareholders and the number and percentage ownership of outstanding shares of each class Predecessor Fund owned by each such shareholder immediately prior to the Closing. The Acquiring Fund Successor Funds shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Janus Value Fund shares Shares and the Janus International Fund Shares to be credited on the Closing Date, Date to the Secretary of the Corporation or provide other evidence satisfactory to the Target Entity Corporation that such Acquiring Janus Value Fund shares Shares and Janus International Fund Shares have been credited to the Target accounts of the corresponding Predecessor Fund Shareholders' accounts on the books of the Acquiring applicable Successor Fund. At the Closing, each party shall deliver to the other such bills of salesales, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (ei) In The value of the event that assets of each Predecessor Fund shall be the value of such assets computed as of immediately after the close of regular trading of the New York Stock Exchange and after the declaration of any dividends on the Valuation Date or Closing Date, using the Closing Date (a) valuation procedures set forth in the NYSE or another primary trading market for portfolio securities Trust's Trust Instrument and its prospectus and statement of additional information, together with any other valuation procedures established by the trustees of the Target Trust. (ii) The net asset value of each Janus Value Fund (each, an "Exchange") Share and Janus International Fund Share shall be closed determined as of the close of regular trading of the New York Stock Exchange, using the valuation procedures set forth in the Trust's Trust Instrument and its prospectus and statement of additional information, together with any other valuation procedures established by the trustees of the Trust. (iii) The number of Janus Value Fund Shares and Janus International Fund Shares to trading or trading thereupon be issued (including fractional shares, if any) in exchange for the assets of the corresponding Predecessor Fund shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of determined by dividing the value of the applicable Predecessor Fund's net assets determined using the valuation procedures referred to in paragraph 2.4(i), by the net asset value of a Janus Value Fund Share or a Janus International Fund Share, as applicable, determined in accordance with paragraph 2.4(ii). (iv) All computations of value shall be made by or under the direction of the Acquiring Fund or Predecessor Funds' and the Target FundSuccessor Funds' respective record keeping agents, respectivelyif applicable, is impracticable, the Closing Date and shall be postponed until subject to review by the first business day after Predecessor Funds' record keeping agent and by the day when trading shall have been fully resumed Predecessor Funds' and reporting shall have been restoredthe Successor Funds' respective independent accountants.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization The Closing Date shall close on June 1be April 25, 2010 2003, or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date")agree. All acts taking place at the closing of a Reorganization the transactions provided for in this Agreement ("Closing") shall be deemed to take place simultaneously as of immediately prior to the opening close of regular trading on the NYSE business on the Closing Date of that Reorganization unless otherwise agreed to by the parties (parties. The close of business on the "Closing Date shall be as of 4:00 p.m., Eastern Time"). The Closing of each Reorganization shall be held in person, by facsimile, email at the offices of Munder Framlington or at such other communication means place as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securitiesCompany shall direct State Street Bank and Trust Company, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian custodian for the account of the Acquiring Acquired Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") ), to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliverMunder Framlington, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, Federal and state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior . The Acquired Fund's portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund, as the Custodian also serves as the custodian for the Acquiring Fund. Such presentation shall be made for examination no later than five business days preceding the Closing Date as Date, and such certificates and other written instruments shall be transferred and delivered by the parties mutually agree, the Target Acquired Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) Date for the information and documentation maintained by the Target Fund or its agents relating to the identification and verification account of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably requestduly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund and its transfer agent shall have no obligation to inquire as to of the validity, propriety or correctness of any such instruction, information or documentation, but shallClosing Date by book entry, in accordance with the customary practices of the Custodian and of each casesecurities depository, assume that as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended ("1940 Act"), in which the Acquired Fund's Assets are deposited, the Acquired Fund's Assets deposited with such instruction, information or documentation is valid, proper, correct and completedepositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of Federal funds on the Closing Date. (d) 3.3. The Target Entity Company shall direct each applicable PFPC, Inc., in its capacity as transfer agent for a Target the Acquired Fund (the "Target Transfer Agent") ), to deliver to the Acquiring Fund Munder Framlington at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, records contain the names and addresses of the Target Acquired Fund Shareholders and the number and percentage ownership of outstanding Class A, Class B, Class II, Class K and Class Y shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares Shares have been credited to the Target Fund Shareholders' accounts Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver Fund pursuant to paragraph 1.1 prior to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or actions contemplated by paragraph 1.3 and (b) trading or the reporting appropriate number of trading on such Exchange or elsewhere shall be disrupted so that, in Acquiring Fund Shares have been credited to the judgment accounts of the Board of Trustees/Directors of Acquired Fund Shareholders on the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets books of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredpursuant to paragraph 1.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization shall close on June 1, 2010 or such other date as the parties may mutually agree with respect to any or all Reorganizations (the "“Closing Date"”). All acts taking place at the closing of a Reorganization ("“Closing"”) shall shall, subject to the satisfaction or waiver of the conditions in this Agreement, be deemed to take place simultaneously as of immediately prior to the opening later of regular trading on 7:01 p.m. Eastern time or the NYSE finalization of the applicable Target Fund’s net asset value on the Closing Date of that Reorganization Reorganization, unless otherwise agreed to by the parties (the "“Closing Time"”). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's ’s portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be presented, transferred and delivered by the Target Fund Fund’s custodian (the “Target Custodian”) as of the Closing Date Time to the Acquiring Fund's Custodian ’s custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") Custodian to deliver to the Acquiring Fund's Custodian ’s custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's ’s portfolio securities and instruments so held. The Target Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Fund’s custodian. A draft of such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such final certificates and other written instruments shall be transferred and delivered by the Target Custodian as of the Closing Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as specified by the Acquiring Fund’s custodian so as to constitute good delivery thereof. The cash to be transferred by a the Target Fund shall be delivered to the Acquiring Fund's Custodian ’s custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said the undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodiancustodian, such as brokers' ’ confirmation slips. (b) The Each Target Entity shall direct the Target Custodian for each the Target Fund to deliver, at the ClosingClosing or as soon as practicable thereafter, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes Taxes (as defined below) in connection with the delivery of the Assets, including all applicable Federalfederal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At the Closing, or as soon as practicable thereafter, the Acquiring Entity will cause the custodian for the Acquiring Fund to deliver a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund portfolio securities, cash and any other Assets as of the final settlement date for such transfers. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections elections, if any, and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Each Target Entity shall direct each applicable the transfer agent for a Target Fund (the "“Target Transfer Agent"”) to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring EntityFund, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (ai) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (bii) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board board of Trustees/Directors trustees of the Acquiring Entity or the board of directors of a Target Entity Entity, or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impossible or impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredrestored or such later dates as may be mutually agreed in writing by an authorized officer of each party.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization The Closing Date shall close on June 1be ______________, 2010 2001, or such other later date as the parties may agree with respect to any or all Reorganizations (the "Closing Date")in writing. All acts taking place at the closing of a Reorganization ("Closing") Closing shall be deemed to take place simultaneously as of immediately prior to the opening close of regular trading on the NYSE business on the Closing Date of that Reorganization unless otherwise agreed to by the parties (the "Closing Time")provided. The Closing of each Reorganization shall be held in personas of 5:00 p.m. at the offices of Deutsche Asset Management, by facsimile▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, email ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other communication means time and/or place as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian custodian for the account of the Acquiring Acquired Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to shall deliver to the Acquiring Fund's Custodian as of at the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that that: (ia) except as permitted by Section 3.2(a), the Assets Acquired Fund's assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, Date and (iib) all necessary transfer taxes in connection with the delivery of the Assets, EXHIBIT 99.4 including all applicable Federal, federal and state and foreign stock transfer stamps, if any, shall have been paid paid, or provision for payment has shall have been made, in conjunction with the delivery of portfolio securities. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request3.3. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") BT Trust or the MG Trust shall be closed to trading or trading thereupon thereon shall be restricted, restricted or (b) trading or the reporting of trading on such Exchange the NYSE or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, that accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, parties hereto is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.4. The Acquired Fund shall deliver to the Acquiring Fund at the Closing a list of the names, addresses, taxpayer identification numbers and backup withholding and nonresident alien withholding status of the Acquired Fund Shareholders and the number and percentage ownership of outstanding full and fractional shares owned by each such shareholder immediately prior to the Closing, certified on behalf of the Acquired Fund by the President or a Vice President of the MG Trust. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited to the Acquired Fund's account on the Closing Date to the Secretary of the MG Trust on behalf of the Acquired Fund, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization 3.1 The Closing of the transactions contemplated by this Agreement shall close occur on June 1July 14, 2010 2017, or such other later date as the parties may agree with respect to any or all Reorganizations in writing (the "“Closing Date"”). All acts taking place at the closing of a Reorganization ("Closing") Closing shall be deemed to take place simultaneously as of immediately prior to the opening of regular trading on the NYSE 5:00 p.m., Eastern Time, on the Closing Date of that Reorganization Date, unless otherwise agreed to by the parties (the "Closing Time")parties. The Closing of each Reorganization shall be held in personat the offices of counsel to the Acquiring Funds, by facsimile, email or at such other communication means place and time as the parties may reasonably agree. 3.2. With respect 3.2 Each Acquired Fund shall deliver, or cause to each Reorganization: (a) The Target Fund's portfolio securitiesbe delivered, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by to the Target corresponding Acquiring Fund as of at the Closing Date to the Acquiring Fund's Custodian for the account a schedule of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entryits Assets. 3.3 DST Systems, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940Inc., as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to each Acquired Fund, shall deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, records contain the names and addresses of the Target Acquired Fund Shareholders and the number and percentage ownership (to three decimal places) of outstanding Initial Class Acquired Fund shares of each class owned by each such shareholder immediately prior to the Closing. The Each Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares Shares to be credited on as of the Closing Date, to the corresponding Acquired Fund or provide other evidence satisfactory to the Target Entity Acquired Fund that such Acquiring Fund shares Shares have been credited to the Target Fund Shareholders' accounts Acquired Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably requestrequest to effect the transactions contemplated by this Agreement. (e) 3.4 In the event that on immediately prior to the Valuation Date or the Closing Date Time (a) the NYSE or another primary trading market for portfolio securities of the Target an Acquiring Fund (each, or an "Exchange") Acquired Fund shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange the NYSE or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or Corporation (the Target Entity or the authorized officers of either of such entities“Board”), accurate appraisal of the value of the net assets or shares of the an Acquiring Fund or the Target Fund, respectively, an Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.5 The liabilities of an Acquired Fund to be assumed by the corresponding Acquiring Fund shall include all of the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature as of the time of the Closing, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable at the Closing, and whether or not specifically referred to in this Agreement, including, but not limited, to any deferred compensation payable by the Acquired Fund to the Corporation’s directors.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization shall close on June 1, 2010 or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date"). All acts taking place at the closing of a Reorganization ("Closing") shall be deemed to take place simultaneously as of immediately prior to the opening of regular trading on the NYSE on the Closing Date of that Reorganization unless otherwise agreed to by the parties (the "Closing Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) : The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) . The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) . At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) . The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) . In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization 3.1 The Closing for each reorganization shall close on June 1occur as of February 22, 2010 2008, or such other date as the parties may mutually agree with respect to any or all Reorganizations such reorganization (the "“Closing Date"”). All acts taking place at the closing of a Reorganization reorganization as provided in this Agreement ("a “Closing"”) shall be deemed to take place simultaneously as of immediately prior to the opening “close of regular trading on the NYSE business” on the Closing Date of that Reorganization for such reorganization unless otherwise agreed to by the parties (parties. The close of business on a Closing Date shall be as of 4:00 p.m., Eastern time, and after the "Closing Time")declaration of any dividends by such Reorganizing Fund. The Closing of each Reorganization shall be held in personat the law offices of Sidley Austin LLP, by facsimile▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, email ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ or such other communication means place as the parties may reasonably agree. 3.2. With respect 3.2 In the event that immediately prior to each Reorganization: the Valuation Time, (a) The Target the NYSE or another primary trading market for portfolio securities of the Reorganizing Fund or corresponding Surviving Fund is closed to trading, or trading is restricted, or (b) trading or reporting of trading on the NYSE or elsewhere is disrupted so that accurate appraisal of the value of the net assets of the Reorganizing Fund or corresponding Surviving Fund is impracticable in the reasonable judgment of the Trust’s Board of Trustees with respect to the Reorganizing Fund and the Corporation’s Board of Directors with respect to the Surviving Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to for such reorganization shall be postponed until the Acquiring Fund's Custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer first business day when trading shall have been fully resumed and in such condition as to constitute good delivery thereof. The Target reporting shall have been restored. 3.3 Each Reorganizing Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian corresponding Surviving Fund at the Closing a schedule of its investments as of such date and the Closing Date Balance Sheet, both of which shall be certified by book entry, in accordance with the customary practices Treasurer of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target such Reorganizing Fund's portfolio securities and instruments so held. The cash to be transferred by a Target . 3.4 Each Reorganizing Fund shall be delivered cause Fifth Third Bank, custodian for the Reorganizing Funds, to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on deliver at the Closing Date. If of the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any reorganization of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Reorganizing Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (ia) except as permitted by Section 3.2(a), the Assets of such Reorganizing Fund shall have been delivered in proper form to State Street Bank and Trust Company (“State Street”), custodian for the Acquiring Fund no later than the Closing Time Surviving Funds, prior to or on the Closing Date, and (iib) all necessary taxes in connection with the delivery of the AssetsAssets of such Reorganizing Fund, including all applicable Federal, federal and state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. . Each Reorganizing Fund shall cause its portfolio securities represented by a certificate or other written instrument to be presented by Fifth Third Bank to State Street for examination no later than five (c5) At such time prior to business days preceding the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target reorganization of such Reorganizing Fund Shareholders and transferred and delivered to State Street as of such Closing Date for the date agreed upon (account of the corresponding Surviving Fund duly endorsed in proper form for transfer in such information condition as to constitute good delivery thereof. Each Reorganizing Fund’s portfolio securities and instruments deposited with a securities depository, as defined in Rule 17f-4 under the 1940 Act, shall be updated delivered as of the Closing DateDate of the reorganization of such Reorganizing Fund by book entry in accordance with the customary practices of such depositories and State Street. The cash to be transferred by a Reorganizing Fund shall be delivered by wire transfer of federal funds on the Closing Date of the reorganization of such Reorganizing Fund. 3.5 Each Reorganizing Fund shall cause Citi Fund Services of Ohio, Inc. (“Citi”), as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") Reorganizing Funds, to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target reorganization of such Reorganizing Fund a list of the names, addresses and account histories of the Reorganizing Fund Shareholders and the number and percentage ownership of outstanding shares of each class Reorganizing Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring corresponding Surviving Fund shall cause its transfer agent, ▇▇▇▇, to deliver at the Closing a certificate as to the opening of accounts in the Reorganizing Fund Shareholders’ names on such Surviving Fund’s share transfer books. Each Surviving Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Surviving Fund shares Shares to be credited on the Closing Date, Date to the corresponding Reorganizing Fund or provide other evidence satisfactory to the Target Entity Reorganizing Fund that such Acquiring Surviving Fund shares Shares have been credited to the Target Fund Shareholders' accounts Reorganizing Fund’s account on the books of the Acquiring Surviving Fund. . 3.6 Each Reorganizing Fund shall deliver at the Closing of the reorganization of such Reorganizing Fund a certificate of an authorized officer stating that, to the certifying officer’s knowledge, (a) the Reorganizing Fund’s most recent annual and semi-annual reports do not contain any untrue statement of a material fact or omit to state a material fact; (b) the Reorganizing Fund’s most recent financial statements, and other financial information included in those reports, fairly present, in all material respects, the financial condition, results of operations and cash flows of such Reorganizing Fund for the periods presented; and (c) that it is unaware of (i) any significant deficiencies in the design or operation of the Reorganizing Fund’s internal controls with respect to financial data, (ii) any material weaknesses in such internal controls or (iii) any fraud involving management or other employees who have a significant role in such internal controls. 3.7 At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, if any, receipts or and other documents as such the other party party, or its counsel counsel, may reasonably requestrequest to effect the transactions contemplated by this Agreement. (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization The Closing Date shall close on June 1be [ ], 2010 2023, or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date")agree. All acts taking place at the closing of a Reorganization the transactions provided for in this Agreement ("“Closing"”) shall be deemed to take place simultaneously as of immediately prior to the opening close of regular trading on the NYSE business on the Closing Date of that Reorganization unless otherwise agreed to by the parties (parties. The “close of business” on the "Closing Date shall be as of 5:00 p.m., Eastern Time"). The Closing of each Reorganization shall be held in person, by facsimile, email at the offices of JPMIM or at such other communication means time and/or place, including by virtual means, as the parties may reasonably agree. 3.2. With respect Target Trust shall direct JPMorgan Chase Bank, N.A. (“JPMCB”), as custodian for the Target Fund (“Target Fund Custodian”), to each Reorganization: (a) The Target deliver to ETF Trust, on behalf of the Acquiring Fund's portfolio securities, investments or other assets that are represented by at the Settlement Date, as defined below, a certificate or of an authorized officer stating that (i) all Assets, cash and other written instrument shall be transferred and delivered financial interests of the Target Fund held by the Target Fund as Custodian on behalf of the Closing Date Target Fund pursuant to the Target Fund’s custody agreement with the Target Fund Custodian have been delivered to the Acquiring Fund's , as of the settlement date of [ ], 2023 (the “Settlement Date”), (ii) the Target Fund Custodian has paid any and all taxes with respect to the Target Fund that the Target Fund has specifically and properly instructed the Target Fund Custodian to pay, and agrees to notify the Acquiring Fund in the event it receives notification of any additional taxes that would be due with respect to the Target Fund, and (iii) all income that is received by the Target Fund Custodian after the Settlement Date for the account of the Target Fund will be credited to the Acquiring Fund duly endorsed in proper form for transfer accordance with Section 2.7 of the September 1, 2010 Amended and in such condition Restated Global Custody and Fund Accounting Agreement between the Target Fund and the Target Fund Custodian, as amended from time to constitute good delivery thereoftime. The Target Fund Custodian shall direct deliver to JPMCB, as the Target Fund's custodian for the Acquiring Fund (the "Target “Acquiring Fund Custodian") to deliver to the Acquiring Fund's Custodian ”), as of the Closing Settlement Date by book entry, in accordance with the customary practices of the Target Fund Custodian and any of each securities depository (depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, of the Target Fund's portfolio securities and instruments so heldFund deposited with such depositories. The cash to be transferred by a the Target Fund shall be delivered to the Acquiring Fund's Fund Custodian by wire transfer of federal funds or other appropriate means on the Closing Settlement Date. 3.3. If Target Trust shall direct DST Asset Manager Solutions, Inc., in its capacity as transfer agent for the Target Fund is unable (“Transfer Agent”), to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior deliver to the Closing Date have not yet been delivered to the Target Fund or its brokerETF Trust, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, records contain the names name and addresses address of the each Target Fund Shareholders Shareholder and the number and percentage ownership of outstanding shares of each class Target Fund Shares owned by each such shareholder Shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares Shares have been credited to the Target Fund Shareholders' accounts Fund’s account on the books of the Acquiring FundFund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Target Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing, Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such the other party or its counsel may reasonably request. (e) 3.4. In the event that on at the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Target Fund (each, each an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, that accurate appraisal of the value of the net assets Assets of the Target Fund or the Acquiring Fund or is impracticable (in the judgment of the Trustees of Target Trust, with respect to the Target Fund and of the Trustees of ETF Trust with respect to the Acquiring Fund, respectively, is impracticable), the Closing Date shall be postponed until the first Friday (that is also a business day day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization shall close close, effective on June 1September 10, 2010 2021, or such other date as the parties may agree with respect to any or all Reorganizations (the "“Closing Date"”). All acts taking place at the closing of a Reorganization ("“Closing"”) shall shall, subject to the satisfaction or waiver of the conditions in this Agreement, be deemed to take place simultaneously as of immediately prior to the opening later of regular trading on 7:01 p.m. Eastern time or the NYSE finalization of the applicable Target Portfolio’s net asset value on the Closing Date of that Reorganization Reorganization, unless otherwise agreed to by the parties (the "“Closing Time"”). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. The Target Portfolio shall notify the Acquiring Portfolio of any portfolio security held by the Target Portfolio in other than book-entry form at least five (5) business days prior to the Closing Date. 3.2. With respect to each Reorganization: (a) The Target Fund's Portfolio’s portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund Portfolio effective as of the Closing Date Time to the Acquiring Fund's Custodian Portfolio’s custodian for the account of the Acquiring Fund Portfolio duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund Portfolio shall direct the Target Fund's Portfolio’s custodian (the "“Target Custodian"”) to deliver to the Acquiring Fund's Custodian Portfolio’s custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's Portfolio’s portfolio securities and instruments so held. The Target Portfolio’s portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Portfolio’s custodian. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Target Portfolio as of the Closing Time for the account of the Acquiring Portfolio duly endorsed in proper form for transfer in such condition as specified by the Acquiring Portfolio’s custodian so as to constitute good delivery thereof. The cash to be transferred by a the Target Fund Portfolio shall be delivered to the Acquiring Fund's Custodian Portfolio’s custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund Portfolio is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund Portfolio or its broker, then the Acquiring Fund Portfolio may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund Portfolio has, by or on the Closing Date, delivered to the Acquiring Fund Portfolio or its Custodian custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund Portfolio or its Custodiancustodian, such as brokers' ’ confirmation slips. (b) The Target Entity shall direct the Target Custodian for each the Target Fund Portfolio to deliver, deliver at the ClosingClosing or as soon as practicable thereafter, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund Portfolio no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federalfederal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At the Closing, or as soon as practicable thereafter, the Acquiring Entity will cause the custodian for the Acquiring Portfolio to deliver a certificate of an authorized officer acknowledging that the Acquiring Portfolio has received the Target Portfolio portfolio securities, cash and any other Assets as of the final settlement date for such transfers. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund Portfolio shall provide (i) instructions and related information to the Acquiring Fund Portfolio or its transfer agent with respect to the Target Fund Portfolio Shareholders, including names, addresses, dividend reinvestment elections elections, if any, and tax withholding status of the Target Fund Portfolio Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request). The Acquiring Fund Portfolio and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable the transfer agent for a Target Fund Portfolio (the "“Target Transfer Agent"”) to deliver to the Acquiring Fund Portfolio at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring EntityPortfolio, contain the names and addresses of the Target Fund Portfolio Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund Portfolio shall issue and deliver to the Secretary of the Target Fund Portfolio a confirmation evidencing the Acquiring Fund Portfolio shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund Portfolio’s shares have been credited to the Target Fund Portfolio Shareholders' ’ accounts on the books of the Acquiring FundPortfolio. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (ai) the NYSE or another primary trading market for portfolio securities of the Target Fund Portfolio (each, an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (bii) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board board of Trusteestrustees/Directors directors of the Acquiring Entity or the Target Entity Entity, or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund Portfolio or the Target FundPortfolio, respectively, is impracticable, the Valuation Date and the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredrestored or such later dates as may be mutually agreed in writing by an authorized officer of each party.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization shall close on June 1, 2010 or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date"). All acts taking place at the closing of a Reorganization ("Closing") shall be deemed to take place simultaneously as of immediately prior to the opening of regular trading on the NYSE on the Closing Date of that Reorganization unless otherwise agreed to by the parties (the "Closing Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian for the account of the Acquiring Fund Fund, duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to ---------------- the Acquiring Fund's Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are -------- deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the ClosingClosing or promptly thereafter, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) . The Acquiring Entity shall be responsible for paying all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, and shall deliver, at the Closing or promptly thereafter, a certificate of an authorized officer or the Acquiring Entity stating that all such taxes have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund --------------------- at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading -------- thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors Trustees of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization 2.1 The Closing Date shall close on June 1be September 21, 2010 2007, or such other date as to which the parties Investment Companies may agree with respect to any or all Reorganizations (the "Closing Date")agree. All acts taking place at the closing of a the Reorganization ("“Closing"”) shall be deemed to take place simultaneously as of immediately prior to the opening of regular trading on the NYSE business (9:00 a.m., Eastern Time) on the Closing Date of that Reorganization Date, unless otherwise agreed to by the parties Investment Companies (the "“Closing Time"”). The Closing of each Reorganization shall be held in person, by facsimile, email at the offices of 787 Fund or at such other communication means time and/or place as to which the parties Investment Companies may reasonably agree. 3.2. With respect to each Reorganization: (a) 2.2 The Target Fund's portfolio securitiesCompany shall direct JPMorgan Chase Bank, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund in its capacity as of the Closing Date to the Acquiring Fund's Custodian custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Acquired Fund's custodian (the "Target Custodian") , to deliver to the Acquiring Fund's Custodian as of 787 Fund at the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (ia) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time within two Business Days prior to or on the Closing Date, Date and (iib) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, federal and state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date 2.3 The Company shall direct Boston Financial Data Services, Inc., in its capacity as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, and dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer disbursing agent for a Target Fund (the "Target Transfer Agent") Acquired Fund, to deliver to the Acquiring 787 Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, records contain the names name and addresses address of the Target each Acquired Fund Shareholders Stockholder and the number of outstanding shares of each outstanding class of shares owned by each such shareholder thereby immediately prior to the Closing. The Acquiring 787 Fund shall issue and deliver to the Secretary of the Target Fund Company a confirmation evidencing that (a) the appropriate number of Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares Shares have been credited to the Target Fund Shareholders' accounts Acquired Fund’s account on the books of the Acquiring FundFund pursuant to paragraph 1.1 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Stockholders on the books of the Acquiring Fund pursuant to paragraphs 1.4 and 1.5. At the Closing, each party the Company shall deliver to the other 787 Fund such bills of sale, checks, assignments, share certificates, if any, receipts or and other documents as such other party 787 Fund or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each The Reorganization shall close on June 1November 3, 2010 2023, or such other date as the authorized officers of the parties may agree with respect to any or all Reorganizations (the "“Closing Date"”). All acts taking place at the closing of a the Reorganization ("“Closing"”) shall shall, subject to the satisfaction or waiver of the conditions in this Agreement, be deemed to take place simultaneously as of immediately prior to the opening later of regular trading on 7:01 p.m. Eastern time or the NYSE finalization of the Target Fund’s net asset value on the Closing Date of that Reorganization the Reorganization, unless otherwise agreed to by the parties (the "“Closing Time"”). The Closing of each the Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. In respect of the Reorganization, the Target Fund shall notify the Acquiring Fund of any portfolio security held by the Target Fund in other than book-entry form at least five (5) business days prior to the Closing Date. 3.2. With respect to each the Reorganization: (a) The Target Fund's ’s portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date Time to the Acquiring Fund's Custodian ’s custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund Entity shall direct the Target Fund's ’s custodian (the "“Target Custodian"”) to deliver to the Acquiring Fund's Custodian ’s custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended 1940 (the "“1940 Act"”)), in which the Assets are deposited, the Target Fund's ’s portfolio securities and instruments so held. The Target Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Fund’s custodian. The cash to be transferred by a the Target Fund shall be delivered to the Acquiring Fund's Custodian ’s custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodiancustodian, such as brokers' ’ confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections elections, if any, and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (dc) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (ed) In the event that on the Valuation Date or the Closing Date of the Reorganization (ai) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (bii) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board board of Trustees/Directors trustees of the Acquiring Entity or the Target Entity Entity, or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Target Fund or the Target Fund, respectively, is impracticable, the Valuation Date and the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredrestored or such later dates as may be mutually agreed in writing by an authorized officer of each party.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization shall close on June 1the date of the closing of the transactions contemplated by that certain Agreement and Plan of Merger (the “Transaction Agreement”) dated as of October 17, 2010 2018, by and among Invesco Ltd., a Bermuda exempted company, Gem Acquisition Corp., a Delaware corporation, Gem Acquisition Two Corp., a Delaware corporation, MM Asset Management Holding LLC, a Delaware limited liability company, and ▇▇▇▇▇▇▇▇▇▇▇ Acquisition Corp., a Delaware corporation, or such other date as the parties may mutually agree with respect to any or all Reorganizations (the "“Closing Date"”). All acts taking place at the closing of a Reorganization ("“Closing"”) shall shall, subject to the satisfaction or waiver of the conditions in this Agreement, be deemed to take place simultaneously as of immediately prior to the opening later of regular trading on 7:01 p.m. Eastern time or the NYSE finalization of the applicable Target Fund’s net asset value on the Closing Date of that Reorganization Reorganization, unless otherwise agreed to by the parties (the "“Closing Time"”). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's ’s portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred transferred, presented and delivered by the Target Fund as of the Closing Date Time or as soon as practicable thereafter to the Acquiring Fund by directing that the Target Fund's Custodian for ’s custodian (the “Custodian”) transfer and deliver them from the account of the Target Fund (the “Target Account”) to an account of the Acquiring Fund at the Custodian (the “Acquiring Account”) duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") Custodian to transfer and deliver to the Acquiring Fund's Custodian Account as of the Closing Date by book entry, in accordance with the customary practices of Target the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's ’s portfolio securities and instruments so held. The cash to be transferred by a the Target Fund shall be delivered transferred from the Target Account to the Acquiring Fund's Custodian Account by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' ’ confirmation slips. (b) The Target Entity Fund shall direct the Target Custodian for each the Target Fund to deliver, at the ClosingClosing or as soon as practicable thereafter, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes Taxes (as defined below) in connection with the delivery of the Assets, including all applicable Federalfederal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At the Closing, or as soon as practicable thereafter, the Acquiring Entity will cause the Custodian to deliver a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund portfolio securities, cash and any other Assets as of the final settlement date for such transfers. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall instruct its transfer agent (the “Target Transfer Agent”) to provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections the percentage of the Target Fund owned by each Target Fund Shareholder, and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity Fund shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") Agent to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring EntityFund, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (ai) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (bii) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board board of Trustees/Directors trustees of the Acquiring Entity or the board of directors of the Target Entity Fund, or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impossible or impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredrestored or such later dates as may be mutually agreed in writing by an authorized officer of each party.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization (a) The Closing shall close occur on June 1, 2010 or such other date as the parties may agree with respect to any or all Reorganizations thirtieth (30th) day after the "Closing Date"). All acts taking place expiration of the Inspection Period at the closing offices of a Reorganization ("Closing") shall Escrow Agent or on such earlier date or location as may be deemed to take place simultaneously as of immediately prior to the opening of regular trading on the NYSE on the Closing Date of that Reorganization unless otherwise mutually agreed to by the parties hereto. At Closing each party shall execute and deliver all documents necessary to effect and complete the Closing, including but not limited to, the documents expressly referred to in this Section 5 and in Section 16 (the "Closing Time"j). The Closing of each Reorganization In the event that the lease referred to in Section 16 (j) has not been agreed to and is not executed for any reason by Purchaser and Seller at Closing, Seller or Purchaser may terminate this Agreement, whereupon the ▇▇▇▇▇▇▇ Money shall be held in person, by facsimile, email or such other communication means as returned to Purchaser and the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securitiesshall have no further rights or obligations hereunder, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents except as may be required by the Acquiring Fund or its Custodian, specifically survive such as brokers' confirmation slipstermination. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the At Closing, a certificate of an authorized officer stating that Purchaser shall: (i) except as permitted by pay the purchase price, less a credit for the amount of the ▇▇▇▇▇▇▇ Money, referred to in Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date4(d) and all sums prorated hereunder, and (ii) Escrow Agent shall pay the ▇▇▇▇▇▇▇ Money and all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stampsinterest earned thereon, if any, have been paid or provision for payment has been made.to Seller; (ii) Intentionally Deleted (c) At such time prior Closing, Seller shall execute and deliver to the Closing Date as the parties mutually agree, the Target Fund shall provide Purchaser: (i) instructions and related information an Oklahoma standard form special warranty deed prepared by the Title Company conveying the Property to Purchaser subject to the Acquiring Fund Permitted Exceptions thereto, at Seller's expense; (ii) Intentionally Deleted (iii) an owner's affidavit in form reasonably acceptable to Purchaser's title insurer to cause a standard Owner's policy of title insurance to be issued; (iv) an affidavit stating Seller's federal income tax identification number and certifying that Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended; and (d) At Closing, Purchaser shall pay the entire premium for Purchaser's owner's title insurance policy, as well as all recording fees, the cost of any endorsements, deletions or modifications of the owners title policy, any survey costs, all costs related to Purchaser's inspection of the Property all escrow, abstracting and other fees charged by the Title Company, the cost of all documentary stamps and documentary stamp taxes, the cost of all revenue stamps, all recording fees and all costs incurred in connection with any financing obtained by Purchaser in connection with its transfer agent with respect purchase of the Property and the other charges typically paid by purchasers in transactions of this nature in the City and State in which the Property is located. Real estate ad valorem taxes and any special assessments applicable to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status Property for the year of the Target Fund Shareholders sale shall be prorated as of the date agreed of Closing based upon (such information to the actual tax bills for the current year, if available; provided, however, that if tax bills for the current year are not available, taxes will be updated as of prorated based upon the Closing Date, as necessary) and (ii) tax bills for the information and documentation maintained by year immediately preceding the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills year of sale, checksand the parties agree that in such event the tax prorations used at Closing shall be final. Notwithstanding any provision contained herein to the contrary, assignments, certificates, if any, receipts any tax or other documents as such other party roll back of taxes imposed because of a change in use or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities ownership of the Target Fund (each, an "Exchange") Property shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment responsibility of the Board Purchaser. Each of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Closing Date Purchaser and Seller shall be postponed until the first business day after the day when trading shall have been fully resumed pay its own attorney's fees and reporting shall have been restoredexpenses.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization The Closing Date shall close on be June 117, 2010 2022, or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date")in writing. All acts taking place at the closing of a Reorganization ("Closing") Closing shall be deemed to take place simultaneously as of immediately prior to after the opening close of regular trading on the NYSE business on the Closing Date of that Reorganization unless otherwise agreed to by the parties (parties. The close of business on the "Closing Date shall be as of 4:00 p.m., Eastern Time"). The Closing of each Reorganization shall be held in person, by facsimile, email at the offices of the Trust or at such other communication means time and/or place as the parties may reasonably agree. 3.2. With respect The Trust shall direct State Street Bank and Trust Company, as custodian for the Acquired Fund (the “Custodian”), to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of deliver at the Closing Date to the Acquiring Fund's Custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that that: (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time within two business days prior to or on the Closing Date, ; and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, federal and state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior . The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Closing Date as Custodian who have primary responsibility for the parties mutually agree, safekeeping of the Target Fund shall provide (i) instructions and related information to Assets of the Acquiring Fund or its transfer agent with respect to for examination no later than five business days preceding the Target Closing Date, and shall be transferred and delivered by the Acquired Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) Date for the information and documentation maintained by the Target Fund or its agents relating to the identification and verification account of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably requestduly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Acquiring Fund and its transfer agent Trust, on behalf of the Acquired Fund, shall have no obligation direct the Custodian to inquire deliver as to of the validity, propriety or correctness of any such instruction, information or documentation, but shallClosing Date by book entry, in each caseaccordance with the customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940 (the “1940 Act”)) in which the Assets are deposited, assume that the Acquired Fund’s portfolio securities and instruments deposited with such instruction, information or documentation is valid, proper, correct and completedepositories. The cash to be transferred by an Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. (d) 3.3. The Target Entity Trust shall direct each applicable The Lincoln National Life Insurance Company, as transfer agent for a Target the Acquired Fund (the "Target “Transfer Agent") ”), to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that that: (i) its records, as provided to the Acquiring Entity, records contain the names and addresses of the Target Acquired Fund Shareholders Shareholders, and (ii) the number and percentage ownership of outstanding shares (of each class the classes listed in Exhibit A) owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares Shares to be credited on the Closing DateDate to the Secretary of the Acquired Fund, or provide other evidence satisfactory to the Target Entity Trust that such Acquiring Fund shares Shares have been credited to the Target Fund Shareholders' accounts Acquired Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) 3.4. In the event that on the Valuation Date or the Closing Date Date: (a) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of the Target an Acquired Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entitiesTrust, accurate appraisal of the value of the net assets of the Acquiring Acquired Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization The Closing of the transactions contemplated by this Agreement shall close on June 1be April 30, 2010 2004, or such other date as the parties may agree with respect to any or all Reorganizations in writing (the "Closing Date"). All acts taking place at the closing of a Reorganization ("Closing") Closing shall be deemed to take place simultaneously as of immediately prior to the opening close of regular trading on the NYSE business on the Closing Date of that Reorganization Date, unless otherwise agreed to by the parties (the "Closing Time")parties. The Closing of each Reorganization shall be held in personat the offices of Dechert LLP, by facsimile200 Clarendon Street, email 27th Floor, Boston, Massachusetts 02116, or such other communication means as the parties may reasonably agree▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section a schedule of Assets. 3.3. State Street Bank and Trust Company ("State Street"), custodian for the reason that any of such securities or other investments purchased prior to Target Fund,shall deliver at the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets shall have been delivered in proper form to State Street, custodian for the Acquiring Fund no later than the Closing Time Fund, prior to or on the Closing Date, and (ii) . An officer of the Target Fund shall deliver at the Closing a certificate stating that all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, federal and state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior . The Target Fund's portfolio securities represented by a certificate or other written instrument shall be presented by the custodian for the Target Fund to the custodian for the Acquiring Fund for examination no later than five business days preceding the Closing Date and transferred and delivered by the Target Fund as of the parties mutually agreeClosing Date by the Target Fund for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Target Fund's portfolio securities and instruments deposited with a securities depository, as defined in Rule 17f-4 under the 1940 Act, shall be delivered as of the Closing Date by book entry in accordance with the customary practices of such depositories and the custodian for the Acquiring Fund. The cash to be transferred by the Target Fund shall provide (i) instructions and related information to be delivered by wire transfer of federal funds on the Acquiring Fund or its Closing Date. 3.4. Hartford Investor Services Company, as transfer agent with respect to for the Target Fund ShareholdersFund, including names, addresses, dividend reinvestment elections and tax withholding status on behalf of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing DateFund, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, records contain the names and addresses of the Target Fund Shareholders and the number and percentage ownership (to three decimal places) of outstanding Class IA Target Fund shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares Shares to be credited on the Closing Date, Date to the Target Fund or provide other evidence satisfactory to the Target Entity Fund that such Acquiring Fund shares Shares have been credited to the that Target Fund Shareholders' accounts Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably requestrequest to effect the transactions contemplated by this Agreement. (e) 3.5. In the event that on immediately prior to the Valuation Date or the Closing Date Time (a) the NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers members of either of such entitiesparty to this Agreement, accurate appraisal of the value of the net assets with respect to the Class IA shares of the Acquiring Fund or the Target Fund, respectively, Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. 3.6. The liabilities of the Target Fund shall include all of such Target Fund's liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable at the Closing Date, and whether or not specifically referred to in this Agreement including but not limited to any deferred compensation to such Target Fund's board members.

CLOSING AND CLOSING DATE. 3.1. Each The Reorganization shall close on June 1March 3, 2010 2023, or such other date as the authorized officers of the parties may agree with respect to any or all Reorganizations (the "“Closing Date"”). All acts taking place at the closing of a the Reorganization ("“Closing"”) shall shall, subject to the satisfaction or waiver of the conditions in this Agreement, be deemed to take place simultaneously as of immediately prior to the opening later of regular trading on 7:01 p.m. Eastern time or the NYSE finalization of the Target Fund’s net asset value on the Closing Date of that Reorganization the Reorganization, unless otherwise agreed to by the parties (the "“Closing Time"”). The Closing of each the Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. In respect of the Reorganization, the Target Fund shall notify the Acquiring Fund of any portfolio security held by the Target Fund in other than book-entry form at least five (5) business days prior to the Closing Date. 3.2. With respect to each the Reorganization: (a) The Target Fund's ’s portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date Time to the Acquiring Fund's Custodian ’s custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund Entity shall direct the Target Fund's ’s custodian (the "“Target Custodian"”) to deliver to the Acquiring Fund's Custodian ’s custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended 1940 (the "“1940 Act"”)), in which the Assets are deposited, the Target Fund's ’s portfolio securities and instruments so held. The Target Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Fund’s custodian. The cash to be transferred by a the Target Fund shall be delivered to the Acquiring Fund's Custodian ’s custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodiancustodian, such as brokers' ’ confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections elections, if any, and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (dc) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (ed) In the event that on the Valuation Date or the Closing Date of the Reorganization (ai) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (bii) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board board of Trustees/Directors trustees of the Acquiring Entity or the board of directors of the Target Entity Entity, or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Valuation Date and the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredrestored or such later dates as may be mutually agreed in writing by an authorized officer of each party.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization The Closing Date shall close on June 1be October 20, 2010 2014, or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date")agree. All acts taking place at the closing of a Reorganization the transactions provided for in this Agreement ("“Closing"”) shall be deemed to take place simultaneously as of immediately prior to the opening of regular trading on the NYSE business on the Closing Date of that Reorganization unless otherwise agreed to by the parties parties. The opening of business on the Closing Date shall be as of the opening of business on the NYSE (the "Closing ordinarily 9:30 a.m., Eastern Time"). The Closing of each Reorganization shall be held in person, by facsimile, email at the offices of HIMCO Variable Insurance Trust or at such other communication means time and/or place as the parties may reasonably agree. 3.2. With respect Hartford Series Fund shall direct J.▇. ▇▇▇▇▇▇ C▇▇▇▇ Bank, N.A., as custodian for each Acquired Fund (“Custodian”), to deliver to the Registrants at the Closing a certificate of an authorized officer of the Custodian stating that the Assets of each Reorganization: (a) The Target Acquired Fund have been delivered in proper form to the corresponding Acquiring Fund within two business days prior to or on the Closing Date. Each Acquired Fund's ’s portfolio securities, investments or other assets that are securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons who have primary responsibility for the safekeeping of the assets of the corresponding Acquiring Fund. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Target each Acquired Fund as of the Closing Date to the Acquiring Fund's Custodian for the account of the corresponding Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund Custodian shall direct the Target Fund's custodian (the "Target Custodian") to deliver to those persons who have primary responsibility for the safekeeping of the assets of each Acquiring Fund's Custodian Fund as of the Closing Date by book entry, in accordance with the customary practices of Target the Custodian and any such persons and of each securities depository (depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "“1940 Act")”), in which the corresponding Acquired Fund’s Assets are deposited, the Target corresponding Acquired Fund's portfolio securities and instruments so held’s Assets deposited with such depositories. The cash to be transferred by a Target each Acquired Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal Federal funds or other appropriate means on the Closing Date. 3.3. If the Target Hartford Series Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund mayshall direct Hartford Administrative Services Company, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents capacity as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund the Acquired Funds (the "Target “Transfer Agent") ”), to deliver to the Acquiring Fund Registrants at the Closing a certificate of an authorized officer of the Transfer Agent stating that its records, as provided to the Acquiring Entity, records contain the names and addresses of the Target Acquired Fund Shareholders and the number and percentage ownership of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Secretary of HIMCO Variable Insurance Trust shall confirm that (a) the appropriate number of Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares Shares have been credited to the Target Fund Shareholders' accounts corresponding Acquired Fund’s account on the books of the Acquiring FundFund pursuant to paragraph 1.1 herein prior to the actions contemplated by paragraph 1.4 herein and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the corresponding Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4 herein. At the Closing, each party Closing the Registrants shall deliver to the other execute such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably requestnecessary to effect the Reorganization. (e) 3.4. In the event that on the Valuation Date or the Closing Date (a) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of the Target an Acquired Fund (each, an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entitiesHartford Series Fund, accurate appraisal of the value of the net assets of the Acquiring Acquired Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredearliest practicable date.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization The transfer of substantially all of the Fund's assets in exchange for the assumption by the Trust of the liabilities of the Fund and the issuance of Class A Shares, as described above, together with all related acts necessary to consummate such acts (the "Closing"), shall close occur on June 1March 20, 2010 or such other date as the parties may agree with respect to any or all Reorganizations 1998 (the "Closing Date")) at the offices of Forum Financial Services, Inc., sub-administrator of the Trust, Two Portland Square, Portland, Maine, or at such other place or later date as the parties may agree. All acts taking place at the closing of a Reorganization ("Closing") Closing shall be deemed to take place simultaneously as of immediately prior to the opening last determination of regular trading on the NYSE on the Closing Date of that Reorganization unless otherwise agreed to by the parties (the "Closing Time"). The Closing of each Reorganization shall be held in person, by facsimile, email Fund's net asset value or at such other communication means time and place as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets In the event that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery 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 manner contemplated by this Section for Fund are traded is disrupted so that accurate appraisal of the reason that any value of such securities or other investments purchased prior to the total net assets of the Fund is impracticable, the Closing Date shall be postponed until the first business day upon which trading shall have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements fully resumed and reporting shall have been restored. For purposes of this Section with respect to said undelivered securities or other investments if Agreement, a "business day" shall mean each day that the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slipsNew York Stock Exchange is open for trading. (b) 3.3. The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer of the Fund stating that its records, as provided it has notified the custodian of the Fund of the transfer of the assets of the Fund to the Acquiring Entity, contain Trust. 3.4. The transfer agent for the names and addresses Fund shall deliver at the Closing a certificate as to the closing of the Target transfer books of the Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the ClosingClosing Date and to the transfer of the Fund Stockholders' accounts to the transfer agent of the Trust. The Acquiring Fund Trust shall issue and deliver a confirmation to the Secretary Fund of the Target Fund a confirmation evidencing the Acquiring Fund shares number of Class A Shares to be credited to the Fund with respect to the Trust on the Closing Date, Date or provide other evidence satisfactory to the Target Entity Fund that such Acquiring Fund shares Class A Shares have been credited to the Target Fund Shareholders' accounts Fund's account on the books of the Acquiring FundTrust. 3.5. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, if anyreceipts, receipts or instructions and other documents as such party may deem appropriate or as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each The Reorganization shall close on June 1March 10, 2010 2023, or such other date as the authorized officers of the parties may agree with respect to any or all Reorganizations (the "“Closing Date"”). All acts taking place at the closing of a the Reorganization ("“Closing"”) shall shall, subject to the satisfaction or waiver of the conditions in this Agreement, be deemed to take place simultaneously as of immediately prior to the opening later of regular trading on 7:01 p.m. Eastern time or the NYSE finalization of the Target Fund’s net asset value on the Closing Date of that Reorganization the Reorganization, unless otherwise agreed to by the parties (the "“Closing Time"”). The Closing of each the Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. In respect of the Reorganization, the Target Fund shall notify the Acquiring Fund of any portfolio security held by the Target Fund in other than book-entry form at least five (5) business days prior to the Closing Date. 3.2. With respect to each the Reorganization: (a) The Target Fund's ’s portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date Time to the Acquiring Fund's Custodian ’s custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund Entity shall direct the Target Fund's ’s custodian (the "“Target Custodian"”) to deliver to the Acquiring Fund's Custodian ’s custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended 1940 (the "“1940 Act"”)), in which the Assets are deposited, the Target Fund's ’s portfolio securities and instruments so held. The Target Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Fund’s custodian. The cash to be transferred by a the Target Fund shall be delivered to the Acquiring Fund's Custodian ’s custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodiancustodian, such as brokers' ’ confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections elections, if any, and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (dc) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (ed) In the event that on the Valuation Date or the Closing Date of the Reorganization (ai) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (bii) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board board of Trustees/Directors trustees of the Acquiring Entity or the board of directors of the Target Entity Entity, or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Valuation Date and the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredrestored or such later dates as may be mutually agreed in writing by an authorized officer of each party.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization shall close (a) The consummation of the transactions contemplated under this Agreement (the "Closing") will take place as soon as reasonably practicable, following the satisfaction, or where legally permitted, the waiver of conditions set forth in Section 6, the receipt by Seller of the Required Consents, the receipt by Buyer of all Regulatory Approvals, and expiration of applicable statutory waiting periods, on June 1, 2010 or such other date as may be mutually agreed to by the parties may agree with respect to any Parties; provided, however, that if the Parties do not so agree, then the Closing shall be held on the first Friday that is at least two Business Days following that date of satisfaction or all Reorganizations waiver of such conditions (the date so fixed, the "Closing Date"). All acts taking place at The parties agree to use their best efforts to consummate the closing of a Reorganization on Friday, April 16, 2010, or ("Closing"if that target date is not achieved) shall be deemed to take place simultaneously as of immediately prior to the opening of regular trading on the NYSE on the Closing Date of next Friday that Reorganization unless otherwise agreed to by the parties (the "Closing Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets is a Business Day that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slipspracticable. (b) The Target Entity shall direct Closing will be held remotely via the Target Custodian for each Target Fund to deliver, at electronic exchange of documents and signatures on the Closing, a certificate of an authorized officer stating Closing Date. The parties hereto acknowledge and agree that (i) except as permitted all proceedings at the Closing shall be deemed to be taken and all documents and funds to be delivered by Section 3.2(a), all parties at the Assets Closing shall be deemed to have been taken and delivered in proper form to the Acquiring Fund simultaneously, and no later than the Closing Time on the Closing Dateproceedings shall be deemed taken or any documents or funds delivered until all have been taken and delivered (or waived where legally permitted), and (ii) all necessary taxes the Closing shall be deemed to have taken place at the executive offices of Buyer located in connection with the delivery of the AssetsJasper, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been madeIndiana. (c) At such time prior to the Closing Date as Unless the parties mutually agree, agree pursuant to Section 14(b) that the Target Fund shall provide (i) instructions and related information to conversion of the Acquiring Fund or its transfer agent data processing with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections Branches and tax withholding status of the Target Fund Shareholders as of Assets and Liabilities will be performed other than on the date agreed upon (such information to be updated as of weekend immediately following the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until on a Friday and such conversion will be completed prior to the first opening of business day after on the day when trading shall have been fully resumed and reporting shall have been restoredfollowing Monday.

CLOSING AND CLOSING DATE. 3.14.1. Each Reorganization The Closing Date shall close be on June 1, 2010 such date as the Acquiring Fund and the Target Fund may agree. The Closing shall be held at the offices of the Acquiring Fund (or such other date place as the parties may agree with respect to any or all Reorganizations (agree), at such time as the "Closing Date")parties may agree. All acts taking place at the closing of a Reorganization ("Closing") Closing shall be deemed to take place simultaneously as of immediately prior to the opening of regular trading on the NYSE New York Stock Exchange ("NYSE") on the Closing Date of that Reorganization unless otherwise agreed to by the parties (the "Closing Time")parties. The Closing of each Reorganization shall the reorganization may be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. 3.24.2. With respect to each Reorganization: (a) The On the Closing Date, the Target Fund's portfolio securitiesassets, investments or other assets that are represented by a certificate or other written instrument including all the Target Fund's cash shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian custodian (the "Custodian") for the account of the Acquiring Fund Fund. All portfolio securities so delivered to be duly endorsed in proper form for transfer and in such manner and condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, thereof in accordance with the customary practices custom of Target brokers or, in the case of portfolio securities held in the U.S. Treasury Department's book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Custodian and any securities depository (in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as defined in Rule 17f-4 the case may be, under the Investment Company Act of 1940, as amended (the "1940 Act")), in which and accompanied by all necessary federal and state stock transfer stamps or a check for the Assets are deposited, the Target Fund's portfolio securities and instruments so heldappropriate purchase price thereof. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on to the Closing DateCustodian. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section paragraph for the reason that any of such securities or other investments assets purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, shall waive the delivery requirements of this Section paragraph with respect to said undelivered securities or other investments assets if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its the Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its the Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request4.3. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") New York Stock Exchange shall be closed to trading or trading thereupon thereon shall be restricted, or (b) trading or the reporting of trading on such the New York Stock Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, that accurate appraisal of the value of the net assets of the Acquiring Target Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first second business day after the day when trading shall have been fully resumed and reporting shall have been restored, or on such later date as may be mutually agreed upon by the parties. 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 each 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, each party shall deliver to the other such bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by paragraph 2.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization The Closing Date shall close on June 1be March 27, 2010 2009, or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date")agree. All acts taking place at the closing of a Reorganization the transactions provided for in this Agreement ("Closing") shall be deemed to take place simultaneously as of immediately prior to the opening close of regular trading on the NYSE business on the Closing Date of that Reorganization unless otherwise agreed to by the parties (parties. The close of business on the "Closing Date shall be as of 4:00 p.m., Eastern Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as at the parties may reasonably agreeoffices of MST. 3.2. With respect MST shall direct State Street Bank and Trust Company, as custodian for the Acquired Fund (Custodian), to each Reorganization: deliver to MST at the Closing a certificate of an authorized officer of the Custodian stating that (a) the Assets of the Acquired Fund have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date, and (b) State Street has paid such amounts, or set aside such amounts necessary for payment, as it has been instructed by an authorized person of the Funds under the Custody Agreement. The Target Fund's Acquired Funds portfolio securities, investments or other assets that are securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund, as the Custodian also serves as the custodian for the Acquiring Fund. Such presentation shall be made for examination no later than five business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Target Acquired Fund as of the Closing Date to the Acquiring Fund's Custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund Custodian shall direct the Target Fund's custodian (the "Target Custodian") to deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund's Custodian Fund as of the Closing Date by book entry, in accordance with the customary practices of Target the Custodian and any of each securities depository (depository, as defined in Rule 17f-4 .17f 4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Acquired Funds Assets are deposited, the Target Fund's portfolio securities and instruments so heldAcquired Funds Assets deposited with such depositories. The cash to be transferred by a Target the Acquired Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal Federal funds or other appropriate means on the Closing Date. 3.3. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund mayMST shall direct PNC Global Servicing Inc., in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents capacity as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund MST (the "Target Transfer Agent") ), to deliver to the Acquiring Fund MST at the Closing a certificate of an authorized officer of the Transfer Agent stating that its records, as provided to the Acquiring Entity, records contain the names and addresses of the Target each Acquired Fund Shareholders Shareholder and the number and percentage ownership of outstanding Class A, B, C, K, R and Y shares of each class owned by each such shareholder immediately prior to the Closing. The Secretary of MST shall confirm that (a) the appropriate number of Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares Shares have been credited to the Target Fund Shareholders' accounts Acquired Funds account on the books of the Acquiring Fund. At the Closing, each party shall deliver Fund pursuant to paragraph 1.1 prior to the other such bills of saleactions contemplated by paragraph 1.4, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or and (b) trading or the reporting appropriate number of trading on such Exchange or elsewhere shall be disrupted so that, in Acquiring Fund Shares have been credited to the judgment accounts of the Board of Trustees/Directors of Acquired Fund Shareholders on the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets books of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredpursuant to paragraph 1.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization shall close on June 1, 2010 THE DATE IDENTIFIED ON EXHIBIT A or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date"). All acts taking place at the closing of a Reorganization (the "Closing") shall be deemed to take place simultaneously as of immediately prior to the opening of regular trading on the NYSE on the Closing Date of that Reorganization at THE TIME IDENTIFIED ON EXHIBIT A unless otherwise agreed to by the parties (the "Closing Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian for the account of the Acquiring Fund Fund, duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity Fund shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity Fund shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring EntityFund, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity Fund that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors Trustees of the Acquiring Entity or the Target Entity AVIF or the authorized officers of either of such entitiesAVIF, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization shall close on June 111, 2010 2021, or such other date as the parties may agree with respect to any or all Reorganizations (the "“Closing Date"”). All acts taking place at the closing of a Reorganization ("“Closing"”) shall shall, subject to the satisfaction or waiver of the conditions in this Agreement, be deemed to take place simultaneously as of immediately prior to the opening later of regular trading on 7:01 p.m. Eastern time or the NYSE finalization of the applicable Target Portfolio’s net asset value on the Closing Date of that Reorganization Reorganization, unless otherwise agreed to by the parties (the "“Closing Time"”). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. The Target Portfolio shall notify the Acquiring Portfolio of any portfolio security held by the Target Portfolio in other than book-entry form at least five (5) business days prior to the Closing Date. 3.2. With respect to each Reorganization: (a) The Target Fund's Portfolio’s portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund Portfolio as of the Closing Date Time to the Acquiring Fund's Custodian Portfolio’s custodian for the account of the Acquiring Fund Portfolio duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund Portfolio shall direct the Target Fund's Portfolio’s custodian (the "“Target Custodian"”) to deliver to the Acquiring Fund's Custodian Portfolio’s custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's Portfolio’s portfolio securities and instruments so held. The Target Portfolio’s portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Portfolio’s custodian. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Target Portfolio as of the Closing Time for the account of the Acquiring Portfolio duly endorsed in proper form for transfer in such condition as specified by the Acquiring Portfolio’s custodian so as to constitute good delivery thereof. The cash to be transferred by a the Target Fund Portfolio shall be delivered to the Acquiring Fund's Custodian Portfolio’s custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund Portfolio is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund Portfolio or its broker, then the Acquiring Fund Portfolio may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund Portfolio has, by or on the Closing Date, delivered to the Acquiring Fund Portfolio or its Custodian custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund Portfolio or its Custodiancustodian, such as brokers' ’ confirmation slips. (b) The Target Entity shall direct the Target Custodian for each the Target Fund Portfolio to deliver, at the ClosingClosing or soon as practicable thereafter, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund Portfolio no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federalfederal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At the Closing, or as soon as practicable thereafter, the Acquiring Entity will cause the custodian for the Acquiring Portfolio to deliver a certificate of an authorized officer acknowledging that the Acquiring Portfolio has received the Target Portfolio portfolio securities, cash and any other Assets as of the final settlement date for such transfers. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund Portfolio shall provide (i) instructions and related information to the Acquiring Fund Portfolio or its transfer agent with respect to the Target Fund Portfolio Shareholders, including names, addresses, dividend reinvestment elections elections, if any, and tax withholding status of the Target Fund Portfolio Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request). The Acquiring Fund Portfolio and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable the transfer agent for a Target Fund Portfolio (the "“Target Transfer Agent"”) to deliver to the Acquiring Fund Portfolio at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring EntityPortfolio, contain the names and addresses of the Target Fund Portfolio Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund Portfolio shall issue and deliver to the Secretary of the Target Fund Portfolio a confirmation evidencing the Acquiring Fund Portfolio shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund Portfolio’s shares have been credited to the Target Fund Portfolio Shareholders' ’ accounts on the books of the Acquiring FundPortfolio. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (ai) the NYSE or another primary trading market for portfolio securities of the Target Fund Portfolio (each, an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (bii) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board board of Trusteestrustees/Directors directors of the Acquiring Entity or the Target Entity Entity, or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund Portfolio or the Target FundPortfolio, respectively, is impracticable, the Valuation Date and the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredrestored or such later dates as may be mutually agreed in writing by an authorized officer of each party.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization The Closing of the transactions contemplated by this Agreement shall close be on June 1or about March [ ], 2010 2024, or such other date as to which the parties may agree with respect to any or all Reorganizations in writing (the "“Closing Date"”). All acts taking place at the closing of a Reorganization ("Closing") Closing shall be deemed to take place simultaneously as of immediately prior to the opening of regular trading on the NYSE New York Stock Exchange (“NYSE”), on the Closing Date of that Reorganization Date, unless otherwise agreed to by the parties (the "Closing Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agreeparties. 3.2. With respect to each Reorganizationthe Reorganizations: (a) The Target Fund shall cause U.S. Bank National Association, the custodian for the Target Fund's , to deliver at the Closing a certificate of an authorized officer stating that (a) the Assets shall have been delivered in proper form to the Acquiring Fund, immediately prior to the Closing 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 Target Fund’s portfolio securities, investments or other assets that are securities represented by a certificate or other written instrument shall be presented by the custodian for the Target Fund to the custodian for the Acquiring Fund for examination no later than five business days preceding the Closing Date (unless the custodian for the Target Fund is also the custodian for the Acquiring Fund) and transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund Fund’s portfolio securities and instruments deposited with a securities depository, as defined in Rule 17f-4 under the 1940 Act, shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian be delivered as of the Closing Date by book entry, entry in accordance with the customary practices of Target Custodian such depositories and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (custodian for the "1940 Act")), in which the Assets are deposited, the Target Acquiring Fund's portfolio securities and instruments so held. The cash to be transferred by a the Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on as of the Closing Date(or such other suitable means if the custodian for the Target Fund is also the custodian for the Acquiring Fund). If the Target Fund is unable to make such delivery on as of the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its their broker, then the Acquiring Target Fund mayshall, in its sole discretionby the Closing, waive have the delivery requirements of this Section with respect to said undelivered securities or other investments if custodian for the Target Fund has, by or on the Closing Date, delivered deliver to the Acquiring Fund or its Custodian the Acquiring Fund’s custodian, executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodianthe Acquiring Fund’s custodian, such as brokers' ’ confirmation slips. (b) The Target Entity Fund shall direct the Target Custodian for each Target cause U.S. Bancorp Fund to deliverServices, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a)LLC, the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a the Target Fund (the "Target Transfer Agent") Fund, to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, records contain the names and addresses of the Target Fund Shareholders and the number and percentage ownership (to three decimal places) of outstanding shares of each class Target Fund Shares owned by each such shareholder the Target Fund Shareholders immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, Shares or provide other evidence satisfactory to the Target Entity Fund that such Acquiring Fund shares Shares have been credited to the Target Fund Shareholders' Fund’s accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificatesshare certifications, if any, receipts or other documents as such other party or its counsel may reasonably requestrequest to effect the transaction contemplated by the Agreement. Any cash to be transferred by the Acquiring Fund shall be delivered by wire transfer of federal funds as of the Closing (or such other suitable means if the custodian for the Target Fund is also the custodian for the Acquiring Fund). (ec) In the event that on immediately prior to the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers Trustees of either of such entitiesparty to this Agreement, accurate appraisal of the value of the net assets of the Acquiring Target Fund or the Target Fund, respectively, Shares is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization The Closing Date shall close on June 1be February 19, 2010 2010, or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date")agree. All acts taking place at the closing of a Reorganization the transactions provided for in this Agreement ("“Closing"”) shall be deemed to take place simultaneously as of immediately prior to the opening close of regular trading on the NYSE business on the Closing Date of that Reorganization unless otherwise agreed to by the parties (parties. The close of business on the "Closing Date shall be as of 4:00 p.m., Eastern Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as at the parties may reasonably agreeoffices of the Company. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securitiesCompany shall direct State Street Bank and Trust Company, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian custodian for the account of the Acquiring Acquired Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target “Custodian") ”), to deliver to the Acquiring Fund's Custodian as of Company at the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer of the Custodian stating that (i) except as permitted by Section 3.2(a), the Assets of the Acquired Fund have been delivered in proper form to the Acquiring Fund no later than the Closing Time within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, Federal and state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior . The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund, as the Custodian also serves as the custodian for the Acquiring Fund. Such presentation shall be made for examination no later than five business days preceding the Closing Date as Date, and such certificates and other written instruments shall be transferred and delivered by the parties mutually agree, the Target Acquired Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) Date for the information and documentation maintained by the Target Fund or its agents relating to the identification and verification account of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably requestduly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund and its transfer agent shall have no obligation to inquire as to of the validity, propriety or correctness of any such instruction, information or documentation, but shallClosing Date by book entry, in accordance with the customary practices of the Custodian and of each casesecurities depository, assume that as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (“1940 Act”), in which the Acquired Fund’s Assets are deposited, the Acquired Fund’s Assets deposited with such instruction, information or documentation is valid, proper, correct and completedepositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of Federal funds on the Closing Date. (d) 3.3. The Target Entity Company shall direct each applicable Hartford Administrative Services Company, in its capacity as transfer agent for a Target Fund the Company (the "Target “Transfer Agent") ”), to deliver to the Acquiring Fund Company at the Closing a certificate of an authorized officer of the Transfer Agent stating that its records, as provided to the Acquiring Entity, records contain the names and addresses of the Target Acquired Fund Shareholders and the number and percentage ownership of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing Company shall confirm that (a) the appropriate number of Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares Shares have been credited to the Target Fund Shareholders' accounts Acquired Fund’s account on the books of the Acquiring FundFund pursuant to paragraph 1.1 herein prior to the actions contemplated by paragraph 1.4 herein and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4 herein. At the Closing, each party the Company shall deliver to the other execute such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably requestnecessary to effect the Reorganization. (e) 3.4. In the event that on the Valuation Date or the Closing Date (a) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of the Target Acquiring Fund or the Acquired Fund (each, an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entitiesCompany, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Acquired Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization shall close on June 1October 4, 2010 2024 or such other date as the parties may mutually agree with respect to any or all Reorganizations (the "“Closing Date"”). All acts taking place at the closing of a Reorganization ("“Closing"”) shall shall, subject to the satisfaction or waiver of the conditions in this Agreement, be deemed to take place simultaneously as of immediately prior to the opening later of regular trading on 7:01 p.m. Eastern time or the NYSE finalization of the applicable Target Fund’s net asset value on the Closing Date of that Reorganization Reorganization, unless otherwise agreed to by the parties (the "“Closing Time"”). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. 3.2. With respect to each Reorganization: (a) The Target Fund's ’s portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred transferred, presented and delivered by the Target Fund as of the Closing Date Time or as soon as practicable thereafter to the Acquiring Fund by directing that the Target Fund's ’s custodian (the “Target Custodian”) transfer and deliver them from the account of the Target Fund at the Target Custodian for the to an account of the Acquiring Fund at the custodian of the Acquiring Fund (the “Acquiring Custodian”) duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") Custodian to transfer and deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, in accordance with the customary practices of the Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's ’s portfolio securities and instruments so held. The cash to be transferred by a the Target Fund shall be delivered transferred from the Target Custodian to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its the Acquiring Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its the Acquiring Custodian, such as brokers' ’ confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the ClosingClosing or as soon as practicable thereafter, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes Taxes (as defined below) in connection with the delivery of the Assets, including all applicable Federalfederal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. At the Closing, or as soon as practicable thereafter, the Acquiring Entity will cause the Acquiring Custodian to deliver a certificate of an authorized officer acknowledging that the Acquiring Fund has received the Target Fund portfolio securities, cash and any other Assets as of the final settlement date for such transfers. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall instruct its transfer agent (the “Target Transfer Agent”) to provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections elections, if any, and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") Agent to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring EntityFund, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (ai) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (bii) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board board of Trustees/Directors trustees of the Acquiring Entity or the Target Entity Entity, or the authorized officers of either of such entities, accurate appraisal of the value of the net assets Net Assets of the Acquiring Fund or the Target Fund, respectively, is impossible or impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restoredrestored or such later dates as may be mutually agreed in writing by an authorized officer of each party.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization The Closing of the transactions contemplated by this Agreement shall close on June 1be April 27, 2010 2018, or such other date as the parties may agree with respect to any or all Reorganizations in writing (the "“Closing Date"”). All acts taking place at the closing of a Reorganization ("Closing") Closing shall be deemed to take place simultaneously as of immediately prior to the opening close of regular trading on the NYSE business on the Closing Date of that Reorganization Date, unless otherwise agreed to by the parties (the "Closing Time")parties. The Closing of each Reorganization shall be held in personat the offices of the Trust, by facsimile▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, email ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other communication means place and time as the parties may reasonably agree. 3.2. With respect The Target Fund shall deliver to each Reorganization:the Acquiring Fund on the Closing Date a schedule of Assets. 3.3. State Street Bank and Trust Company (a) “State Street”), custodian for the Target Fund, shall deliver at the Closing a certificate of an authorized officer stating that the Assets shall have been delivered in proper form to State Street, custodian for the Acquiring Fund, prior to or on the Closing Date. The Target Fund's ’s portfolio securities, investments or other assets that are securities represented by a certificate or other written instrument shall be presented by the custodian for the Target Fund to the custodian for the Acquiring Fund for examination no later than five business days preceding the Closing Date and transferred and delivered by the Target Fund as of the Closing Date to by the Acquiring Fund's Custodian Target Fund for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund Fund’s portfolio securities and instruments deposited with a securities depository, as defined in Rule 17f-4 under the 1940 Act, shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian be delivered as of the Closing Date by book entry, entry in accordance with the customary practices of Target Custodian such depositories and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (custodian for the "1940 Act")), in which the Assets are deposited, the Target Acquiring Fund's portfolio securities and instruments so held. The cash to be transferred by a the Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal Federal funds or other appropriate means on the Closing Date. 3.4. If ▇▇▇▇▇▇▇ Investments Fund Services, LLC (“RIFUS”), as transfer agent for the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its brokerFund, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliverFund, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, records contain the names and addresses of the Target Fund Shareholders and the number and percentage ownership (to three decimal places) of outstanding shares of each class Class A, Class C, Class M, Class P, Class R6, Class S and Class T Target Fund Shares, as applicable, owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares Shares to be credited on the Closing Date, Date to the Target Fund or provide other evidence satisfactory to the Target Entity Fund that such Acquiring Fund shares Shares have been credited to the Target Fund Shareholders' accounts Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably requestrequest to effect the transactions contemplated by this Agreement. (e) 3.5. In the event that on immediately prior to the Valuation Date or the Closing Date Time (a) the NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Target Fund (each, an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board oversight committee comprised of Trustees/Directors representatives of RIFUS that is authorized to make such judgments under the Acquiring Entity or the Target Entity or the authorized officers of either of such entitiesFunds’ Securities Valuation Procedures and Pricing Services, accurate appraisal of the value of the net assets determined pursuant to the valuation procedures referred to in section 2.1 with respect to the Class A, Class C, Class M, Class P, Class R6, Class S and Class T Shares of the Acquiring Fund or the Target Fund, respectively, Fund is impracticable, the Closing Date shall shall, at the discretion of the Funds’ officers, be postponed until to the first business day after earliest practicable date. 3.6. The liabilities of the day when trading Target Fund shall have been fully resumed include all of the Target Fund’s liabilities, debts, obligations, and reporting shall have been restoredduties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable at the Closing Date, and whether or not specifically referred to in this Agreement including but not limited to any deferred compensation to the Target Fund’s board members.

CLOSING AND CLOSING DATE. 3.118.1. Each Reorganization The Closing Date shall close on June 1be [ ], 2010 2025, or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date")agree. All acts taking place at the closing of a Reorganization the transactions provided for in this Agreement ("“Closing"”) shall be deemed to take place simultaneously as of immediately prior to the opening close of regular trading on the NYSE business on the Closing Date of that Reorganization unless otherwise agreed to by the parties (parties. The “close of business” on the "Closing Date shall be as of 5:00 p.m., Eastern Time"). The Closing of each Reorganization shall be held in person, by facsimile, email at the offices of JPMIM or at such other communication means time and/or place, including by virtual means, as the parties may reasonably agree. 3.218.2. With respect Target Trust shall direct JPMorgan Chase Bank, N.A. (“JPMCB”), as custodian for the Target Fund (“Target Fund Custodian”), to each Reorganization: (a) The Target deliver to ETF Trust, on behalf of the Acquiring Fund's portfolio securities, investments or other assets that are represented by at the Settlement Date, as defined below, a certificate or of an authorized officer stating that (i) all Assets, cash and other written instrument shall be transferred and delivered financial interests of the Target Fund held by the Target Fund as Custodian on behalf of the Closing Date Target Fund pursuant to the Target Fund’s custody agreement with the Target Fund Custodian have been delivered to the Acquiring Fund's , as of the settlement date of [ ], 2025 (the “Settlement Date”), (ii) the Target Fund Custodian has paid any and all taxes with respect to the Target Fund that the Target Fund has specifically and properly instructed the Target Fund Custodian to pay, and agrees to notify the Acquiring Fund in the event it receives notification of any additional taxes that would be due with respect to the Target Fund, and (iii) all income that is received by the Target Fund Custodian after the Settlement Date for the account of the Target Fund will be credited to the Acquiring Fund duly endorsed in proper form for transfer accordance with Section 2.7 of the March 31, 2022 Amended and in such condition Restated Global Custody and Fund Accounting Agreement between the Target Fund and the Target Fund Custodian, as amended from time to constitute good delivery thereoftime. The Target Fund Custodian shall direct deliver to JPMCB, as the Target Fund's custodian for the Acquiring Fund (the "Target “Acquiring Fund Custodian") to deliver to the Acquiring Fund's Custodian ”), as of the Closing Settlement Date by book entry, in accordance with the customary practices of the Target Fund Custodian and any of each securities depository (depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, of the Target Fund's portfolio securities and instruments so heldFund deposited with such depositories. The cash to be transferred by a the Target Fund shall be delivered to the Acquiring Fund's Fund Custodian by wire transfer of federal funds or other appropriate means on the Closing Settlement Date. 18.3. If Target Trust shall direct DST Asset Manager Solutions, Inc., in its capacity as transfer agent for the Target Fund is unable (“Transfer Agent”), to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior deliver to the Closing Date have not yet been delivered to the Target Fund or its brokerETF Trust, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, records contain the names name and addresses address of the each Target Fund Shareholders Shareholder and the number and percentage ownership of outstanding shares of each class Target Fund Shares owned by each such shareholder Shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares Shares have been credited to the Target Fund Shareholders' accounts Fund’s account on the books of the Acquiring FundFund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Target Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing, Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such the other party or its counsel may reasonably request. (e) 18.4. In the event that on at the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Acquiring Fund or the Target Fund (each, each an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, that accurate appraisal of the value of the net assets Assets of the Target Fund or the Acquiring Fund or is impracticable (in the judgment of the Trustees of Target Trust, with respect to the Target Fund and of the Trustees of ETF Trust with respect to the Acquiring Fund, respectively, is impracticable), the Closing Date shall be postponed until the first Friday (that is also a business day day) after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each 3.1 The Reorganization shall close on June 1December 19, 2010 2011 or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date"). All acts taking place at the closing of a the Reorganization (the "Closing") shall be deemed to take place simultaneously as of immediately prior to the opening of regular trading on the NYSE on the Closing Date of that the Reorganization unless otherwise agreed to by the parties (the "Closing Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as the parties may reasonably agree. 3.2. 3.2 With respect to each the Reorganization: (a) The Target Fund's portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian for the account of the Acquiring Fund Fund, duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target Custodian") to deliver to the Acquiring Fund's Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a the Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity Fund shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete. (d) The Target Entity Fund shall direct each applicable its transfer agent for a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring EntityFund, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares Class IB Shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity Fund that such Acquiring Fund shares Class IB Shares have been credited to the Target Fund Shareholders' accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors Trustees of the Acquiring Entity Fund or the Target Entity Fund or the authorized officers of either of such entities, ,accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

CLOSING AND CLOSING DATE. 3.1. Each Reorganization The Closing Date shall close on June 1be February 20, 2010 2009, or such other date as the parties may agree with respect to any or all Reorganizations (the "Closing Date")agree. All acts taking place at the closing of a Reorganization the transactions provided for in this Agreement ("the “Closing"”) shall be deemed to take place simultaneously as of immediately prior to the opening close of regular trading on the NYSE business on the Closing Date of that Reorganization unless otherwise agreed to by the parties (parties. The close of business on the "Closing Date shall be as of 4:00 p.m., Eastern Time"). The Closing of each Reorganization shall be held in person, by facsimile, email or such other communication means as at the parties may reasonably agreeoffices of the Company. 3.2. With respect to each Reorganization: (a) The Target Fund's portfolio securitiesCompany shall direct State Street Bank and Trust Company, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund's Custodian custodian for the account of the Acquiring Acquired Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund's custodian (the "Target “Custodian") ”), to deliver to the Acquiring Fund's Custodian as of Company at the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the "1940 Act")), in which the Assets are deposited, the Target Fund's portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund's Custodian by wire transfer of federal funds or other appropriate means on the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its Custodian, such as brokers' confirmation slips. (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer of the Custodian stating that (i) except as permitted by Section 3.2(a), the Assets of the Acquired Fund have been delivered in proper form to the Acquiring Fund no later than the Closing Time within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, Federal and state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made. (c) At such time prior . The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Custodian to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund, as the Custodian also serves as the custodian for the Acquiring Fund. Such presentation shall be made for examination no later than five business days preceding the Closing Date as Date, and such certificates and other written instruments shall be transferred and delivered by the parties mutually agree, the Target Acquired Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) Date for the information and documentation maintained by the Target Fund or its agents relating to the identification and verification account of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations (the "AML Documentation") and such other information as the Acquiring Fund may reasonably requestduly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund and its transfer agent shall have no obligation to inquire as to of the validity, propriety or correctness of any such instruction, information or documentation, but shallClosing Date by book entry, in accordance with the customary practices of the Custodian and of each casesecurities depository, assume that as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (“1940 Act”), in which the Acquired Fund’s Assets are deposited, the Acquired Fund’s Assets deposited with such instruction, information or documentation is valid, proper, correct and completedepositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of Federal funds on the Closing Date. (d) 3.3. The Target Entity Company shall direct each applicable Hartford Administrative Services Company, in its capacity as transfer agent for a Target Fund the Company (the "Target “Transfer Agent") ”), to deliver to the Acquiring Fund Company at the Closing a certificate of an authorized officer of the Transfer Agent stating that its records, as provided to the Acquiring Entity, records contain the names and addresses of the Target Acquired Fund Shareholders and the number and percentage ownership of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing Company shall confirm that (a) the appropriate number of Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares Shares have been credited to the Target Fund Shareholders' accounts Acquired Fund’s account on the books of the Acquiring FundFund pursuant to paragraph 1.1 herein prior to the actions contemplated by paragraph 1.4 herein and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4 herein. At the Closing, each party the Company shall deliver to the other execute such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably requestnecessary to effect the Reorganization. (e) 3.4. In the event that on the Valuation Date or the Closing Date (a) the NYSE New York Stock Exchange or another primary trading market for portfolio securities of the Target Acquiring Fund or the Acquired Fund (each, an "“Exchange"”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees/Directors of the Acquiring Entity or the Target Entity or the authorized officers of either of such entitiesCompany, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Acquired Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.