Common use of Valuation Clause in Contracts

Valuation. 2.1. With respect to each Reorganization: (a) The value of the Target Fund's Assets shall be the value of such Assets computed as of immediately after the close of regular trading on the New York Stock Exchange ("NYSE"), which shall reflect the declaration of any dividends, on the business day next preceding the Closing Date (the "Valuation Date"), using the Target Fund's valuation procedures established by the Target Entity's Board of Trustees, which shall be provided to the Acquiring Fund prior to the Valuation Date. (b) 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 close of business on the Valuation Date, 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 (the "Primary Share Class"), or the net asset value of such other class of shares of the Target Fund as the parties may mutually agree. (c) The number of shares issued of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target Fund's Net Assets shall equal the number of shares of the corresponding class of the Target Fund outstanding as of the Valuation Time, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued with respect to each such Target Fund class, other than the Primary Share Class, shall equal the quotient of the net asset value of such class divided by the net asset value per share of the Primary Share Class, all as of the Valuation Time. (d) All computations of value shall be made by the Target Fund's designated recordkeeping agent using the valuation procedures described in this Section 2 and shall be subject to review by the Acquiring Fund's recordkeeping agent and, if requested by either the Target Entity or the Acquiring Entity, by the independent registered public accountant of the requesting party.

Valuation. 2.1. With respect to each Reorganization: (a) The value of the Target Fund's Assets shall be the value of such Assets computed as of immediately after the close of regular trading on the New York Stock Exchange ("NYSE"), which shall reflect the declaration of any dividends, on the business day next preceding the Closing Date (the "Valuation Date"), using the Target Fund's valuation procedures established by the Target Entity's Board of Trustees, which shall be provided to the Acquiring Fund prior to the Valuation Date. (bi) The net asset value per share of each class Series I, Series II, and Series NAV shares of the Acquiring Fund and the net value of the assets of the Acquired Fund to be transferred in exchange for such Series I, Series II, and Series NAV shares issued in connection with the Reorganization shall be determined as of the Effective Time of the Reorganization. The net asset value per share of the corresponding class of the Target Fund as of the close of business on the Valuation DateSeries I, provided thatSeries II, 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 and Series NAV shares of the Acquiring Fund issued in connection with the Reorganization shall be computed by the Custodian in the manner set forth in the Declaration of Trust or JHVIT’s By-laws (the “By-laws”) and then-current prospectus and statement of additional information and shall be computed to not less than two decimal places. The net asset value per share of the corresponding class assets of the Target Acquired Fund having attributes most consistent with to be transferred shall be computed by the Custodian by calculating the value of the assets of the Acquired Fund and by subtracting therefrom the amount of the liabilities assigned and transferred to the Acquiring Fund share classFund, as determined by said assets and liabilities to be valued in the Acquiring Fund (manner set forth in the "Primary Share Class"), Declaration of Trust or the net asset value By-laws and then-current prospectus and statement of such other class of shares of the Target Fund as the parties may mutually agreeadditional information. (cii) The number of Series I, Series II, and Series NAV shares issued of each class of the Acquiring Fund to be issued (including fractional shares, if any, rounded to ) by the nearest thousandth) Acquiring Fund in exchange for the Target Acquired Fund's Net Assets ’s assets shall equal be determined by dividing the number net value of the assets of the Acquired Fund attributable to shares of the corresponding each class of the Target Fund outstanding as of the Valuation Time, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued with respect to each such Target Fund class, other than the Primary Share Class, shall equal the quotient of the net asset value of such class divided be transferred by the net asset value per share of the Primary Share Class, all as shares of the Valuation TimeAcquiring Fund to be exchanged for each such class of shares of the Acquired Fund, in each case as determined in accordance with Section 1(c)(i). (diii) All computations of value shall be made by the Target Fund's designated recordkeeping Custodian in accordance with its regular practice as pricing agent using the valuation procedures described in this Section 2 and shall be subject to review by for the Acquiring Fund and the Acquired Fund's recordkeeping agent and, if requested by either the Target Entity or the Acquiring Entity, by the independent registered public accountant of the requesting party.

Valuation. 2.1. With respect to each Reorganization: (a) The On the Closing Date, the Acquiring Fund will deliver to the Acquired Fund a number of full and fractional Merger Shares having an aggregate net asset value, (i) in the case of Class A shares of the Acquiring Fund, equal to the value of the Target Fund's Assets shall be assets, less the value of such Assets computed as the liabilities, of immediately after the close Acquired Fund attributable to the Acquired Fund’s Class A and Class B shares, (ii) in the case of regular trading on Class C shares of the New York Stock Exchange Acquiring Fund, equal to the value of the assets, less the value of the liabilities, of the Acquired Fund attributable to the Acquired Fund’s Class C shares, ("NYSE")iii) in the case of Class R6 shares of the Acquiring Fund, which shall reflect equal to the declaration value of any dividendsthe assets, less the value of the liabilities, of the Acquired Fund attributable to the Acquired Fund’s Class R6 shares and (iv) in the case of Class I shares of the Acquiring Fund, equal to the value of the assets, less the value of the liabilities, of the Acquired Fund attributable to the Acquired Fund’s Class I shares, on the business day next preceding the Closing Date (the "Valuation Date")such date, using the Target Fund's valuation procedures established by the Target Entity's Board of Trustees, which shall be determined as hereinafter provided to the Acquiring Fund prior to the Valuation Datein this Section 4. (b) The net asset value per share of each class of the Acquiring Fund shares issued in connection with Merger Shares to be delivered to the Reorganization shall be Acquired Fund, the net asset value per share of the corresponding class assets attributable to the Acquired Fund Shares, and the value of the Target Fund as liabilities of the close of business on the Valuation Date, provided that, if more than one class of shares of the Target Acquired Fund is being exchanged for a single class of shares of to be assumed by the Acquiring Fund, then the net asset value per share of such class of shares of the Acquiring Fund issued shall in connection with the Reorganization shall each case 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 (the "Primary Share Class"), or the net asset value of such other class of shares of the Target Fund as the parties may mutually agree. (c) The number of shares issued of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target Fund's Net Assets shall equal the number of shares of the corresponding class of the Target Fund outstanding as of the Valuation Time, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued with respect to each such Target Fund class, other than the Primary Share Class, shall equal the quotient of the net asset value of such class divided by the net asset value per share of the Primary Share Class, all as of the Valuation Time. (dc) All computations The net asset value of value the Merger Shares shall be made by computed in the Target manner set forth in the then-current prospectus or statement of additional information of the Acquiring Fund's designated recordkeeping agent using . The value of the valuation procedures described in this Section 2 assets and liabilities of the Acquired Fund shall be subject to review determined by the Acquiring Fund's recordkeeping agent and, if requested by in cooperation with the Acquired Fund, pursuant to procedures which the Acquiring Fund would use in determining the fair market value of the Acquiring Fund’s assets and liabilities. (d) No adjustment shall be made in the net asset value of either the Target Entity Acquired Fund or the Acquiring Entity, by Fund to take into account differences in realized and unrealized gains and losses. (e) The Acquiring Fund shall issue the independent registered public accountant Merger Shares to the Acquired Fund. The Acquired Fund shall promptly distribute the Merger Shares to the shareholders of the requesting partyAcquired Fund by establishing open accounts for each Acquired Fund shareholder on the share ledger records of the Acquiring Fund. Certificates representing Merger Shares will not be issued to Acquired Fund shareholders. (f) The Acquiring Fund shall assume substantially all of the liabilities of the Acquired Fund, whether accrued or contingent, in connection with the acquisition of assets and subsequent liquidation and dissolution of the Acquired Fund or otherwise, except for the Acquired Fund’s liabilities, if any, arising pursuant to this Agreement.

Valuation. 2.1. With respect to each Reorganization: (a) The On the Closing Date, the Acquiring Fund will deliver to the Acquired Fund a number of full and fractional Merger Shares having an aggregate net asset value (i) in the case of Class A shares of the Acquiring Fund, equal to the value of the Target Fund's Assets shall be assets, less the value of such Assets computed as the liabilities, of immediately after the close Acquired Fund attributable to the Acquired Fund’s Class A, Class B, Class T and Class ADV shares, (ii) in the case of regular trading on Class C shares of the New York Stock Exchange Acquiring Fund, equal to the value of the assets, less the value of the liabilities, of the Acquired Fund attributable to the Acquired Fund’s Class C shares, ("NYSE")iii) in the case of Class I shares of the Acquiring Fund, which shall reflect equal to the declaration value of any dividendsthe assets, less the value of the liabilities, of the Acquired Fund attributable to the Acquired Fund’s Class I shares, (iv) in the case of Class R2 shares of the Acquiring Fund, equal to the value of the assets, less the value of the liabilities, of the Acquired Fund attributable to the Acquired Fund’s Class R1, Class R2 and Class R3 shares, (v) in the case of Class R4 shares of the Acquiring Fund, equal to the value of the assets, less the value of the liabilities, of the Acquired Fund attributable to the Acquired Fund’s Class R4 shares, (vi) in the case of Class R6 shares of the Acquiring Fund, equal to the value of the assets, less the value of the liabilities, of the Acquired Fund attributable to the Acquired Fund’s Class R6 shares, on the business day next preceding the Closing Date (the "Valuation Date")such date, using the Target Fund's valuation procedures established by the Target Entity's Board of Trustees, which shall be determined as hereinafter provided to the Acquiring Fund prior to the Valuation Datein this Section 4. (b) The net asset value per share of each class of the Acquiring Fund shares issued in connection with Merger Shares to be delivered to the Reorganization shall be Acquired Fund, the net asset value per share of the corresponding class assets attributable to the Acquired Fund Shares, and the value of the Target Fund as liabilities of the close of business on the Valuation Date, provided that, if more than one class of shares of the Target Acquired Fund is being exchanged for a single class of shares of to be assumed by the Acquiring Fund, then the net asset value per share of such class of shares of the Acquiring Fund issued shall in connection with the Reorganization shall each case 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 (the "Primary Share Class"), or the net asset value of such other class of shares of the Target Fund as the parties may mutually agree. (c) The number of shares issued of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target Fund's Net Assets shall equal the number of shares of the corresponding class of the Target Fund outstanding as of the Valuation Time, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued with respect to each such Target Fund class, other than the Primary Share Class, shall equal the quotient of the net asset value of such class divided by the net asset value per share of the Primary Share Class, all as of the Valuation Time. (dc) All computations The net asset value of value the Merger Shares shall be made by computed in the Target manner set forth in the then-current prospectus or statement of additional information of the Acquiring Fund's designated recordkeeping agent using . The value of the valuation procedures described in this Section 2 assets and liabilities of the Acquired Fund shall be subject to review determined by the Acquiring Fund's recordkeeping agent and, if requested by in cooperation with the Acquired Fund, pursuant to procedures which the Acquiring Fund would use in determining the fair market value of the Acquiring Fund’s assets and liabilities. (d) No adjustment shall be made in the net asset value of either the Target Entity Acquired Fund or the Acquiring Entity, by Fund to take into account differences in realized and unrealized gains and losses. (e) The Acquiring Fund shall issue the independent registered public accountant Merger Shares to the Acquired Fund. The Acquired Fund shall promptly distribute the Merger Shares to the shareholders of the requesting partyAcquired Fund by establishing open accounts for each Acquired Fund shareholder on the share ledger records of the Acquiring Fund. Certificates representing Merger Shares will not be issued to Acquired Fund shareholders. (f) The Acquiring Fund shall assume substantially all of the liabilities of the Acquired Fund, whether accrued or contingent, in connection with the acquisition of assets and subsequent liquidation and dissolution of the Acquired Fund or otherwise, except for the Acquired Fund’s liabilities, if any, arising pursuant to this Agreement.

Valuation. 2.1. With respect to each Reorganization: (a) The value of the Target Fund's Assets shall be the value of such Assets computed as of immediately after the close of regular trading on the New York Stock Exchange ("NYSE"), which shall reflect the declaration of any dividends, on the business day next preceding the Closing Date (the "Valuation Date"), using the Target Fund's valuation procedures established by the Target Entity's Board of Trustees, which shall be provided to the Acquiring Fund prior to the Valuation Date. (b) 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 each class of the Target Fund as of the close of business computed on the Valuation Date, provided that, if more than one class of shares of the Target Fund is being exchanged for a single class of shares of using 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 's valuation procedures established by the Acquiring Fund (the "Primary Share Class"), or the net asset value Entity's Board of such other class of shares of the Target Fund as the parties may mutually agreeTrustees. (c) The number of shares issued of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target Fund's Net Assets shall equal be determined by dividing the number of shares value of the corresponding class Net Assets of the Target Fund outstanding as attributable to each class of the Valuation Time, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued with respect to each such Target Fund class, other than the Primary Share Class, shall equal the quotient of the net asset value of such class divided by the net asset value per share of the Primary Share Class, all as corresponding share class of the Valuation TimeAcquiring Fund. (d) It is understood and agreed that the net asset value of the Target Funds shall be based on the amortized cost valuation procedures that have been adopted by the Board of Trustees of the applicable Target Entity on behalf of the Target Fund. If for any period from the date of this Agreement up to and including the Valuation Date, the market value per share of a Target Fund or an Acquiring Fund falls below $0.9985, such Fund shall adhere to its amortized cost valuation procedures, including but not limited to providing any required notices to the Fund's Board of Trustees (a copy of which shall be simultaneously provided to the other Fund's Board of Trustees and investment adviser). In addition, to the extent that on any of the three business days prior to the Valuation Date or on the Valuation Date, (i) a Target Fund's amortized cost per share net asset value (as computed in accordance with the policies and procedures established by the Target Entity) differs from the Acquiring Fund's amortized cost per share net asset value (as computed in accordance with the policies and procedures established by the Acquiring Entity) by more than $0.0010; (ii) a Target Fund's market value per share net asset value (as computed in accordance with the policies and procedures established by the Target Entity) differs from the Acquiring Fund's market value per share net asset value (as computed in accordance with the policies and procedures established by the Acquiring Entity) by more than $0.0010; (iii) the market value per share of a Target Fund (as computed in accordance with the policies and procedures established by the Target Entity) or Acquiring Fund (as computed in accordance with the policies and procedures established by the Acquiring Entity) shall fall below $0.9985, or (iv) it is determined that the market value per share of the combined fund on a pro forma basis would be $0.9985 or less (as computed in accordance with the policies and procedures established by the Acquiring Entity), the parties shall consult on the actions to be taken with respect to the Reorganization and either of the Target Fund or the Acquiring Fund may postpone the Valuation Date and Closing Date until such time that none of the conditions stated in (i)--(iv) above exist or as the parties otherwise agree. (e) All computations of value shall be made by the Target Fund's designated recordkeeping agent using the valuation procedures described in this Section 2 and shall be subject to review by the Acquiring Fund's recordkeeping agent and, if requested by either the Target Entity or the Acquiring Entity, by the independent registered public accountant of the requesting party.

Valuation. 2.1. With respect to each Reorganization: (a) The value of the Target Fund's Assets Valuation Time shall be the value of such Assets computed as of immediately after the close of regular trading on business of the New York Stock Exchange ("NYSE"), which shall reflect the declaration of any dividends, on the business day next preceding Closing Date, or such other date as may be mutually agreed upon in writing by the Closing Date parties hereto (the "Valuation Date"Time), using the Target Fund's valuation procedures established by the Target Entity's Board of Trustees, which shall be provided to the Acquiring Fund prior to the Valuation Date. (b) As of the Closing Date, the Acquiring Fund will deliver to the Acquired Fund the number of Acquiring Fund Shares having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder less the liabilities of the Acquired Fund, determined as provided in this Section 4. (c) The net asset value per share of each class of the Acquiring Fund shares issued in connection with to be delivered to the Reorganization shall be Acquired Fund, the net asset value per share of the corresponding class assets of the Target Acquired Fund as transferred hereunder, and the value of the close of business on the Valuation Date, provided that, if more than one class of shares liabilities of the Target Acquired 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 to be assumed hereunder shall in connection with the Reorganization shall each case 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 (the "Primary Share Class"), or the net asset value of such other class of shares of the Target Fund as the parties may mutually agree. (c) The number of shares issued of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target Fund's Net Assets shall equal the number of shares of the corresponding class of the Target Fund outstanding as of the Valuation Time, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued with respect to each such Target Fund class, other than the Primary Share Class, shall equal the quotient of the net asset value of such class divided by the net asset value per share of the Primary Share Class, all as of the Valuation Time. (d) The net asset value per share of the Acquiring Fund shares and the value of the assets and liabilities of the Acquired Fund shall be computed in the manner set forth in the then-current Acquiring Fund Prospectus and Statement of Additional Information. (e) If the difference between (i) the net asset value per share of either Fund computed using amortized cost valuation in accordance with paragraph (d) of this Section 4 and (ii) the net asset value per share of the same Fund using ▇▇▇▇-to-market valuations as set forth in the Fund's Procedures to Stabilize Money Market Fund Net Asset Value per Share Under Rule 2a-7, equals or exceeds $0.0025 as of the Valuation Time, then the Closing Date will be postponed until such time as the per share difference is less than $0.0025. Notwithstanding the immediately preceding sentence, the Boards of the Acquired Fund and the Acquiring Fund may determine in their discretion to proceed with the Closing on the Closing Date. (f) All computations of value pursuant to this Section shall be made by or under the Target Fund's designated recordkeeping direction of Fidelity Service Company, Inc., a wholly-owned subsidiary of FMR LLC, in accordance with its regular practice as pricing agent using for the valuation procedures described in this Section 2 Acquired Fund and shall be subject to review by the Acquiring Fund's recordkeeping agent and, if requested by either the Target Entity or the Acquiring Entity, by the independent registered public accountant of the requesting party.

Valuation. 2.12.1 The net asset values of the Class A, Class B and Class C Acquiring Fund Shares and the net values of the assets and liabilities of the Acquired Fund attributable to its Class A, Class B and Class C shares to be transferred shall, in each case, be determined as of the close of business (4:00 p.m. Boston time) on the Closing Date. With respect The net asset values of the Class A, Class B and Class C Acquiring Fund Shares shall be computed by the Custodian in the manner set forth in the Acquiring Fund's Declaration of Trust as amended and restated (the "Declaration"), or By-Laws and the Acquiring Fund's then-current prospectus and statement of additional information and shall be computed in each case to each Reorganization: (a) not fewer than four decimal places. The net value of the Target Fund's Assets assets of the Acquired Fund attributable to its Class A, Class B and Class C shares to be transferred shall be computed by the Custodian by calculating the value of such Assets computed as the assets of immediately after the close of regular trading on the New York Stock Exchange ("NYSE"), which shall reflect the declaration of any dividends, on the business day next preceding the Closing Date (the "Valuation Date"), using the Target Fund's valuation procedures established each class transferred by the Target Entity's Board Acquired Fund and by subtracting therefrom the amount of Trustees, which shall be provided the liabilities of each class assigned and transferred to and assumed by the Acquiring Fund prior on the Closing Date, said assets and liabilities to be valued in the Valuation Datemanner set forth in the Acquired Fund's then current prospectus and statement of additional information and shall be computed in each case to not fewer than four decimal places. (b) 2.2 The net asset value per share number of shares of each class of Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for the Acquired Fund's assets shall be determined by dividing the value of the Acquired Fund's assets attributable to that class, less the liabilities attributable to that class assumed by the Acquiring Fund shares issued in connection with Fund, by the Reorganization shall be the Acquiring Fund's net asset value per share of the corresponding class of the Target Fund as of the close of business on the Valuation Date, 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 same class, as determined by the Acquiring Fund (the "Primary Share Class"), or the net asset value of such other class of shares of the Target Fund as the parties may mutually agree. (c) The number of shares issued of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target Fund's Net Assets shall equal the number of shares of the corresponding class of the Target Fund outstanding as of the Valuation Time, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued with respect to each such Target Fund class, other than the Primary Share Class, shall equal the quotient of the net asset value of such class divided by the net asset value per share of the Primary Share Class, all as of the Valuation Timedetermined in accordance with Paragraph 2.1 hereof. (d) 2.3 All computations of value shall be made by the Target Fund's designated recordkeeping Custodian in accordance with its regular practice as pricing agent using for the valuation procedures described in this Section 2 and shall be subject to review by the Acquiring Fund's recordkeeping agent and, if requested by either the Target Entity or the Acquiring Entity, by the independent registered public accountant of the requesting partyFunds.

Valuation. 2.1. With respect to each Reorganization: (a) The value of the Target Fund's ’s Assets shall be the value of such Assets computed as of immediately after the close of regular trading on the New York Stock Exchange ("“NYSE"”), which shall reflect the declaration of any dividends, on the business day next preceding the Closing Date (the "Valuation Date"), using the valuation methodologies set forth in the then-current prospectus for the Target Fund's Fund and the valuation procedures established by the Target Entity's Board ’s board of Trusteestrustees. On the Closing Date, which the Target Fund shall be provided record the value of the Assets, as valued pursuant to this Section 2.1(a), on a valuation report (the “Valuation Report”) and deliver a copy of the Valuation Report to the Acquiring Fund prior to by 7:00 p.m. (Eastern time) on the Valuation Closing Date, or as soon as practicable thereafter. (b) 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 close of business on the Valuation Closing Date, 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 (the "“Primary Share Class"”), or the net asset value of such other class of shares of the Target Fund as the parties may mutually agree. (c) The number of shares issued of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) issued in exchange for the Target Fund's ’s Net Assets shall equal the number of shares of the corresponding class of the Target Fund outstanding as of the Valuation TimeClosing Date, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued with respect to each such Target Fund class, other than the Primary Share Class, shall equal the quotient of the net asset value of such class divided by the net asset value per share of the Primary Share Class, all as of the Valuation Closing Time. All Acquiring Fund shares delivered to a Target Fund will be delivered at net asset value without the imposition of a sales load, commission, transaction fee or other similar fee. (d) All computations of value shall be made by the Target Fund's Fund or its designated recordkeeping agent using the valuation procedures described in this Section 2 and shall be subject to review by the Acquiring Fund's Fund and/or its recordkeeping agent agent, and, if requested by either the Target Entity or the Acquiring Entity, by the independent registered public accountant of the requesting party.

Valuation. 2.1. With respect to each Reorganization: (a) The value of the Target Fund's Assets shall be the value of such Assets computed as of immediately after the close of regular trading on business of the New York Stock Exchange ("NYSE"), which shall reflect and after the declaration of any dividends, dividends on the business day next preceding the Closing Date (such time and date being hereinafter called the "“Valuation Date"”), using the Target Fund's valuation procedures in the then-current prospectus and statement of additional information with respect to the Acquiring Portfolio, and valuation procedures established by the Target Entity's Acquiring Portfolio’s Board of Trustees, which shall be provided to the Acquiring Fund prior to the Valuation Date. (b) 2.2. The net asset value per share of each class of the a Class I and Class S Acquiring Fund shares issued in connection with the Reorganization Portfolio Share shall be the net asset value per share of the corresponding computed with respect to that class of the Target Fund as of the close of business on the Valuation Date, provided that, if more than one class of shares of using the Target Fund is being exchanged for a single class of shares of valuation procedures set forth in the Acquiring Fund, then the net asset value per share Portfolio’s then-current prospectus and statement 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 additional and valuation procedures established by the Acquiring Fund (the "Primary Share Class"), or the net asset value Portfolio’s Board of such other class of shares of the Target Fund as the parties may mutually agreeTrustees. (c) 2.3. The number of shares Class I Acquiring Portfolio Shares to be issued of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target Fund's Net Assets Acquired Portfolio’s Class I shall equal be determined with respect to Class I by dividing the number value of the net assets with respect to the Class I shares of the corresponding class of Acquired Portfolio determined using the Target Fund outstanding as of the Valuation Timesame valuation procedures referred to in paragraph 2.1, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued with respect to each such Target Fund class, other than the Primary Share Class, shall equal the quotient of by the net asset value of such class divided a Class I Acquiring Portfolio Share, determined in accordance with paragraph 2.2. The number of Class S Acquiring Portfolio Shares to be issued (including fractional shares, if any) in exchange for the Acquired Portfolio’s Class S shall be determined with respect to Class S by dividing the value of the net assets with respect to the Class S shares of the Acquired Portfolio determined using the same valuation procedures referred to in paragraph 2.1, by the net asset value per share of a Class S Acquiring Portfolio Share, determined in accordance with paragraph 2.2. The number of Class S Acquiring Portfolio Shares to be issued (including fractional shares, if any) in exchange for the Acquired Portfolio’s Class S2 shall be determined with respect to Class S2 by dividing the value of the Primary Share Class, all as net assets with respect to the Class S2 shares of the Valuation TimeAcquired Portfolio determined using the same valuation procedures referred to in paragraph 2.1, by the net asset value of a Class S Acquiring Portfolio Share, determined in accordance with paragraph 2.2. (d) 2.4. All computations of value shall be made by the Target Fund's Acquired Portfolio’s designated recordkeeping record keeping agent using the valuation procedures described in this Section 2 and shall be subject to review by the Acquiring Fund's recordkeeping Portfolio’s record keeping agent and, if requested and by either the Target Entity or the Acquiring Entity, by the each Portfolio’s respective independent registered public accountant of the requesting partyaccountants.

Valuation. 2.1. With respect to each Reorganization: (a) The On the Closing Date, the Acquiring Fund will deliver to the Acquired Fund a number of full and fractional Merger Shares having an aggregate net asset value, (i) in the case of Class R1 shares of the Acquiring Fund, equal to the value of the Target Fund's Assets shall be assets, less the value of such Assets computed as the liabilities, of immediately after the close Acquired Fund attributable to the Acquired Fund’s Class R1 shares, (ii) in the case of regular trading on Class R2 shares of the New York Stock Exchange Acquiring Fund, equal to the value of the assets, less the value of the liabilities, of the Acquired Fund attributable to the Acquired Fund’s Class R2 shares, ("NYSE")iii) in the case of Class R4 shares of the Acquiring Fund, which shall reflect equal to the declaration value of any dividendsthe assets, less the value of the liabilities, of the Acquired Fund attributable to the Acquired Fund’s Class R4 shares, (iv) in the case of Class R6 shares of the Acquiring Fund, equal to the value of the assets, less the value of the liabilities, of the Acquired Fund attributable to the Acquired Fund’s Class R6 shares and (v) in the case of Class 1 shares of the Acquiring Fund, equal to the value of the assets, less the value of the liabilities, of the Acquired Fund attributable to the Acquired Fund’s Class 1 shares, on the business day next preceding the Closing Date (the "Valuation Date")such date, using the Target Fund's valuation procedures established by the Target Entity's Board of Trustees, which shall be determined as hereinafter provided to the Acquiring Fund prior to the Valuation Datein this Section 4. (b) The net asset value per share of each class of the Acquiring Fund shares issued in connection with Merger Shares to be delivered to the Reorganization shall be Acquired Fund, the net asset value per share of the corresponding class assets attributable to the Acquired Fund Shares, and the value of the Target Fund as liabilities of the close of business on the Valuation Date, provided that, if more than one class of shares of the Target Acquired Fund is being exchanged for a single class of shares of to be assumed by the Acquiring Fund, then the net asset value per share of such class of shares of the Acquiring Fund issued shall in connection with the Reorganization shall each case 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 (the "Primary Share Class"), or the net asset value of such other class of shares of the Target Fund as the parties may mutually agree. (c) The number of shares issued of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target Fund's Net Assets shall equal the number of shares of the corresponding class of the Target Fund outstanding as of the Valuation Time, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued with respect to each such Target Fund class, other than the Primary Share Class, shall equal the quotient of the net asset value of such class divided by the net asset value per share of the Primary Share Class, all as of the Valuation Time. (dc) All computations The net asset value of value the Merger Shares shall be made by computed in the Target manner set forth in the then-current prospectus or statement of additional information of the Acquiring Fund's designated recordkeeping agent using . The value of the valuation procedures described in this Section 2 assets and liabilities of the Acquired Fund shall be subject to review determined by the Acquiring Fund's recordkeeping agent and, if requested by in cooperation with the Acquired Fund, pursuant to procedures which the Acquiring Fund would use in determining the fair market value of the Acquiring Fund’s assets and liabilities. (d) No adjustment shall be made in the net asset value of either the Target Entity Acquired Fund or the Acquiring Entity, by Fund to take into account differences in realized and unrealized gains and losses. (e) The Acquiring Fund shall issue the independent registered public accountant Merger Shares to the Acquired Fund. The Acquired Fund shall promptly distribute the Merger Shares to the shareholders of the requesting partyAcquired Fund by establishing open accounts for each Acquired Fund shareholder on the share ledger records of the Acquiring Fund. Certificates representing Merger Shares will not be issued to Acquired Fund shareholders. (f) The Acquiring Fund shall assume substantially all of the liabilities of the Acquired Fund, whether accrued or contingent, in connection with the acquisition of assets and subsequent liquidation and dissolution of the Acquired Fund or otherwise, except for the Acquired Fund’s liabilities, if any, arising pursuant to this Agreement.

Valuation. 2.1. With respect to each Reorganization: (a) The On the Closing Date, the Acquiring Fund will deliver to the Acquired Fund a number of full and fractional Merger Shares having an aggregate net asset value, (i) in the case of Class A shares of the Acquiring Fund, equal to the value of the Target Fund's Assets shall be assets, less the value of such Assets computed as the liabilities, of immediately after the close Acquired Fund attributable to the Acquired Fund’s Class A and Class B shares, (ii) in the case of regular trading on Class C shares of the New York Stock Exchange Acquiring Fund, equal to the value of the assets, less the value of the liabilities, of the Acquired Fund attributable to the Acquired Fund’s Class C shares, ("NYSE")iii) in the case of Class I shares of the Acquiring Fund, which shall reflect equal to the declaration value of any dividendsthe assets, less the value of the liabilities, of the Acquired Fund attributable to the Acquired Fund’s Class I shares, (iv) in the case of Class R2 shares of the Acquiring Fund, equal to the value of the assets, less the value of the liabilities, of the Acquired Fund attributable to the Acquired Fund’s Class R2 shares, (v) in the case of Class R6 shares of the Acquiring Fund, equal to the value of the assets, less the value of the liabilities, of the Acquired Fund attributable to the Acquired Fund’s Class R6 shares, and (vi) in the case of Class NAV shares of the Acquiring Fund, equal to the value of the assets, less the value of the liabilities, of the Acquired Fund attributable to the Acquired Fund’s Class NAV shares, on the business day next preceding the Closing Date (the "Valuation Date")such date, using the Target Fund's valuation procedures established by the Target Entity's Board of Trustees, which shall be determined as hereinafter provided to the Acquiring Fund prior to the Valuation Datein this Section 4. (b) The net asset value per share of each class of the Acquiring Fund shares issued in connection with Merger Shares to be delivered to the Reorganization shall be Acquired Fund, the net asset value per share of the corresponding class assets attributable to the Acquired Fund Shares, and the value of the Target Fund as liabilities of the close of business on the Valuation Date, provided that, if more than one class of shares of the Target Acquired Fund is being exchanged for a single class of shares of to be assumed by the Acquiring Fund, then the net asset value per share of such class of shares of the Acquiring Fund issued shall in connection with the Reorganization shall each case 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 (the "Primary Share Class"), or the net asset value of such other class of shares of the Target Fund as the parties may mutually agree. (c) The number of shares issued of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target Fund's Net Assets shall equal the number of shares of the corresponding class of the Target Fund outstanding as of the Valuation Time, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued with respect to each such Target Fund class, other than the Primary Share Class, shall equal the quotient of the net asset value of such class divided by the net asset value per share of the Primary Share Class, all as of the Valuation Time. (dc) All computations The net asset value of value the Merger Shares shall be made by computed in the Target manner set forth in the then-current prospectus or statement of additional information of the Acquiring Fund's designated recordkeeping agent using . The value of the valuation procedures described in this Section 2 assets and liabilities of the Acquired Fund shall be subject to review determined by the Acquiring Fund's recordkeeping agent and, if requested by in cooperation with the Acquired Fund, pursuant to procedures which the Acquiring Fund would use in determining the fair market value of the Acquiring Fund’s assets and liabilities. (d) No adjustment shall be made in the net asset value of either the Target Entity Acquired Fund or the Acquiring Entity, by Fund to take into account differences in realized and unrealized gains and losses. (e) The Acquiring Fund shall issue the independent registered public accountant Merger Shares to the Acquired Fund. The Acquired Fund shall promptly distribute the Merger Shares to the shareholders of the requesting partyAcquired Fund by establishing open accounts for each Acquired Fund shareholder on the share ledger records of the Acquiring Fund. Certificates representing Merger Shares will not be issued to Acquired Fund shareholders. (f) The Acquiring Fund shall assume substantially all of the liabilities of the Acquired Fund, whether accrued or contingent, in connection with the acquisition of assets and subsequent liquidation and dissolution of the Acquired Fund or otherwise, except for the Acquired Fund’s liabilities, if any, arising pursuant to this Agreement.

Valuation. 2.12.1 The net asset values of the Class A, Class B, Class C and Class I Acquiring Fund Shares and the net values of the assets and liabilities of the Acquired Fund attributable to its Class A, Class B, Class C and Class I shares to be transferred shall, in each case, be determined as of the close of business (4:00 p.m. Boston time) on the Closing Date. With respect The net asset values of the Class A, Class B, Class C and Class I Acquiring Fund Shares shall be computed by the Custodian in the manner set forth in the Acquiring Fund’s Declaration of Trust as amended and restated (the “Declaration”), or By-Laws and the Acquiring Fund’s then-current prospectus and statement of additional information and shall be computed in each case to each Reorganization: (a) not fewer than four decimal places. The net value of the Target Fund's Assets assets of the Acquired Fund attributable to its Class A, Class B, Class C and Class I shares to be transferred shall be computed by the Custodian by calculating the value of such Assets computed as the assets of immediately after the close of regular trading on the New York Stock Exchange ("NYSE"), which shall reflect the declaration of any dividends, on the business day next preceding the Closing Date (the "Valuation Date"), using the Target Fund's valuation procedures established each class transferred by the Target Entity's Board Acquired Fund and by subtracting therefrom the amount of Trustees, which shall be provided the liabilities of each class assigned and transferred to and assumed by the Acquiring Fund prior on the Closing Date, said assets and liabilities to be valued in the Valuation Datemanner set forth in the Acquired Fund’s then current prospectus and statement of additional information and shall be computed in each case to not fewer than four decimal places. (b) 2.2 The net asset value per share number of shares of each class of Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for the Acquired Fund’s assets shall be determined by dividing the value of the Acquired Fund’s assets attributable to that class, less the liabilities attributable to that class assumed by the Acquiring Fund shares issued in connection with Fund, by the Reorganization shall be the Acquiring Fund’s net asset value per share of the corresponding class of the Target Fund as of the close of business on the Valuation Date, 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 same class, as determined by the Acquiring Fund (the "Primary Share Class"), or the net asset value of such other class of shares of the Target Fund as the parties may mutually agree. (c) The number of shares issued of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target Fund's Net Assets shall equal the number of shares of the corresponding class of the Target Fund outstanding as of the Valuation Time, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued with respect to each such Target Fund class, other than the Primary Share Class, shall equal the quotient of the net asset value of such class divided by the net asset value per share of the Primary Share Class, all as of the Valuation Timedetermined in accordance with Paragraph 2.1 hereof. (d) 2.3 All computations of value shall be made by the Target Fund's designated recordkeeping Custodian in accordance with its regular practice as pricing agent using for the valuation procedures described in this Section 2 and shall be subject to review by the Acquiring Fund's recordkeeping agent and, if requested by either the Target Entity or the Acquiring Entity, by the independent registered public accountant of the requesting partyFunds.

Valuation. 2.1. With respect to each Reorganization: (a) 2.1 The value of the Target Fund's Assets shall be the value of such Assets computed as of immediately after the close of regular trading on business of the New York Stock Exchange ("NYSE"), which shall reflect and after the declaration of any dividends, dividends on the business day next preceding the Closing Date (such time and date being hereinafter called the "“Valuation Date"”), using the Target Fund's valuation procedures set forth in the then-current prospectuses and statement of additional information with respect to the Acquired Funds, and valuation procedures established by the Target Entity's Acquired Funds’ Board of Trustees, which shall be provided to the Acquiring Fund prior to the Valuation Date. (b) 2.2 The net asset value per share of each class of the an Acquiring Fund shares issued in connection with the Reorganization Share shall be the net asset value per share of the corresponding computed with respect to that class of the Target Fund as of the close of business on the Valuation Date, provided that, if more than one class of shares of using the Target Fund is being exchanged for a single class of shares of valuation procedures set forth in the Acquiring FundFunds’ then-current prospectuses and statement of additional information, then the net asset value per share of such class of shares of the Acquiring Fund issued in connection with the Reorganization shall each as may be the net asset value per share of the corresponding class of the Target Fund having attributes most consistent with the Acquiring Fund share classsupplemented, as determined and valuation procedures established by the Acquiring Fund (the "Primary Share Class"), or the net asset value Funds’ Board of such other class of shares of the Target Fund as the parties may mutually agreeTrustees. (c) 2.3 The number of shares issued of each class of the Investor Class, Class A, Class B, Class C, Class I, Class R1, Class R2 and Class R3 Acquiring Fund Shares (as applicable) to be issued (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target each Acquired Fund's Net ’s Assets shall equal the number of shares of the corresponding class of the Target Fund outstanding as of the Valuation Time, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued be determined with respect to each such Target Fund class, other than class by dividing the Primary Share value of the net assets with respect to the Investor Class, shall equal Class A, Class B, Class C, Class I, Class R1, Class R2 and Class R3 Acquired Fund Shares, as the quotient of case may be, determined using the same valuation procedures referred to in paragraph 2.1, by the net asset value of such class divided by the net asset value per share an Acquiring Fund Share of the Primary Share Classsame class, all as of the Valuation Timedetermined in accordance with paragraph 2.2. (d) 2.4 All computations of value shall be made by New York Life Investment Management LLC (“New York Life Investments”), in its capacity as administrator for the Target Fund's designated recordkeeping agent using Acquired Funds and the valuation procedures described in this Section 2 Acquiring Funds, and shall be subject to review confirmation by the Acquiring each Fund's recordkeeping ’s record keeping agent and, if requested and by either the Target Entity or the Acquiring Entity, by the each Fund’s independent registered public accountant of the requesting partyaccountants.

Valuation. 2.12.1 The net asset values of the Class A, Class B, Class C, and Class I Acquiring Fund Shares and the net values of the assets and liabilities of the Acquired Fund attributable to its Class A, Class B, Class C, and Class Y shares to be transferred shall, in each case, be determined as of the close of business (4:00 p.m. Boston time) on the Closing Date. With respect The net asset values of the Class A, Class B, Class C, and Class I Acquiring Fund Shares shall be computed by the Custodian in the manner set forth in the Acquiring Fund's Declaration of Trust as amended and restated (the "Declaration"), or By-Laws and the Acquiring Fund's then- current prospectus and statement of additional information and shall be computed in each case to each Reorganization: (a) not fewer than four decimal places. The net values of the assets of the Acquired Fund attributable to its Class A, Class B, Class C, and Class Y shares to be transferred shall be computed by the Custodian by calculating the value of the Target Fund's Assets shall be the value assets of such Assets computed as of immediately after the close of regular trading on the New York Stock Exchange ("NYSE"), which shall reflect the declaration of any dividends, on the business day next preceding the Closing Date (the "Valuation Date"), using the Target Fund's valuation procedures established each class transferred by the Target Entity's Board Acquired Fund and by subtracting therefrom the amount of Trustees, which shall be provided the liabilities of each class assigned and transferred to and assumed by the Acquiring Fund prior on the Closing Date, said assets and liabilities to be valued in the Valuation Datemanner set forth in the Acquired Fund's then current prospectus and statement of additional information and shall be computed in each case to not fewer than four decimal places. (b) 2.2 The net asset value per share number of shares of each class of Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for the Acquired Fund's assets shall be determined by dividing the value of the Acquired Fund's assets attributable to a class, less the liabilities attributable to that class assumed by the Acquiring Fund shares issued in connection with Fund, by the Reorganization shall be the Acquiring Fund's net asset value per share of the corresponding class of the Target Fund as of the close of business on the Valuation Date, 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 same class, as determined by the Acquiring Fund (the "Primary Share Class"), or the net asset value of such other class of shares of the Target Fund as the parties may mutually agree. (c) The number of shares issued of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target Fund's Net Assets shall equal the number of shares of the corresponding class of the Target Fund outstanding as of the Valuation Time, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued with respect to each such Target Fund class, other than the Primary Share Class, shall equal the quotient of the net asset value of such class divided by the net asset value per share of the Primary Share Class, all as of the Valuation Timedetermined in accordance with Paragraph 2.1 hereof. (d) 2.3 All computations of value shall be made by the Target Fund's designated recordkeeping Custodian in accordance with its regular practice as pricing agent using for the valuation procedures described in this Section 2 and shall be subject to review by the Acquiring Fund's recordkeeping agent and, if requested by either the Target Entity or the Acquiring Entity, by the independent registered public accountant of the requesting partyFunds.

Valuation. 2.1. With respect (a) On the Closing Date, the Acquiring Fund will deliver to each Reorganizationthe Acquired Fund a number of full and fractional Merger Shares having an aggregate net asset value on such date, determined as hereinafter provided in this Section 4: (ai) The in the case of Class A shares of the Acquiring Fund, equal to the value of the Target Fund's Assets shall be assets, less the value of such Assets computed as the liabilities, of immediately after the close of regular trading on the New York Stock Exchange ("NYSE"), which shall reflect the declaration of any dividends, on the business day next preceding the Closing Date (the "Valuation Date"), using the Target Fund's valuation procedures established by the Target Entity's Board of Trustees, which shall be provided Acquired Fund attributable to the Acquired Fund’s Class A shares; (ii) in the case of Class I shares of the Acquiring Fund prior Fund, equal to the Valuation Datevalue of the assets, less the value of the liabilities, of the Acquired Fund attributable to the Acquired Fund’s Class I and Class ADV shares; and (iii) in the case of Class R6 shares of the Acquiring Fund, equal to the value of the assets, less the value of the liabilities, of the Acquired Fund attributable to the Acquired Fund’s Class R1, Class R2, Class R3, Class R4, Class R5, and Class R6 shares. (b) The net asset value per share of each class of the Acquiring Fund shares issued in connection with Merger Shares to be delivered to the Reorganization shall be Acquired Fund, the net asset value per share of the corresponding class assets attributable to the Acquired Fund Shares, and the value of the Target Fund as liabilities of the close of business on the Valuation Date, provided that, if more than one class of shares of the Target Acquired Fund is being exchanged for a single class of shares of to be assumed by the Acquiring Fund, then the net asset value per share of such class of shares of the Acquiring Fund issued shall in connection with the Reorganization shall each case 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 (the "Primary Share Class"), or the net asset value of such other class of shares of the Target Fund as the parties may mutually agree. (c) The number of shares issued of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target Fund's Net Assets shall equal the number of shares of the corresponding class of the Target Fund outstanding as of the Valuation Time, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued with respect to each such Target Fund class, other than the Primary Share Class, shall equal the quotient of the net asset value of such class divided by the net asset value per share of the Primary Share Class, all as of the Valuation Time. (dc) All computations The net asset value of value the Merger Shares shall be made by computed in the Target manner set forth in the then-current prospectus or statement of additional information of the Acquiring Fund's designated recordkeeping agent using . The value of the valuation procedures described in this Section 2 assets and liabilities of the Acquired Fund shall be subject to review determined by the Acquiring Fund's recordkeeping agent and, if requested by in cooperation with the Acquired Fund, pursuant to procedures which the Acquiring Fund would use in determining the fair market value of the Acquiring Fund’s assets and liabilities. (d) No adjustment shall be made in the net asset value of either the Target Entity Acquired Fund or the Acquiring Entity, by Fund to take into account differences in realized and unrealized gains and losses. (e) The Acquiring Fund shall issue the independent registered public accountant Merger Shares to the Acquired Fund. The Acquired Fund shall promptly distribute the Merger Shares to the shareholders of the requesting partyAcquired Fund by establishing open accounts for each Acquired Fund shareholder on the share ledger records of the Acquiring Fund. Certificates representing Merger Shares will not be issued to Acquired Fund shareholders. (f) The Acquiring Fund shall assume substantially all of the liabilities of the Acquired Fund, whether accrued or contingent, in connection with the acquisition of assets and subsequent liquidation and dissolution of the Acquired Fund or otherwise, except for the Acquired Fund’s liabilities, if any, arising pursuant to this Agreement.

Valuation. 2.1. With respect to each Reorganization: (a) The value of the Target Fund's Assets shall be the value of such Assets computed as of immediately after the close of regular trading on business of the New York Stock Exchange ("NYSE"), which shall reflect and after the declaration of any dividends, dividends on the business day next preceding the Closing Date (such time and date being hereinafter called the "“Valuation Date"”), using the Target Fund's valuation procedures in the then-current prospectus and statement of additional information with respect to the Acquiring Portfolio, and valuation procedures established by the Target Entity's Acquiring Portfolio’s Board of Trustees, which shall be provided to the Acquiring Fund prior to the Valuation Date. (b) 2.2. The net asset value per share of each class of the a Class S and Class I Acquiring Fund shares issued in connection with the Reorganization Portfolio Share shall be the net asset value per share of the corresponding computed with respect to that class of the Target Fund as of the close of business on the Valuation Date, provided that, if more than one class of shares of using the Target Fund is being exchanged for a single class of shares of valuation procedures set forth in the Acquiring Fund, then the net asset value per share Portfolio’s then-current prospectus and statement 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 additional and valuation procedures established by the Acquiring Fund (the "Primary Share Class"), or the net asset value Portfolio’s Board of such other class of shares of the Target Fund as the parties may mutually agreeTrustees. (c) 2.3. The number of shares the Class I Acquiring Portfolio Shares to be issued of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target Fund's Net Assets Acquired Portfolio’s Class I assets shall equal be determined with respect to Class I by dividing the number value of the net assets with respect to the Class I shares of the corresponding class of Acquired Portfolio determined using the Target Fund outstanding as of the Valuation Timesame valuation procedures referred to in paragraph 2.1, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued with respect to each such Target Fund class, other than the Primary Share Class, shall equal the quotient of by the net asset value of such class divided an Acquiring Portfolio Share of the appropriate class, determined in accordance with paragraph 2.2. The number of the Class S Acquiring Portfolio Shares to be issued (including fractional shares, if any) in exchange for the Acquired Portfolio’s Class S assets shall be determined with respect to Class S by dividing the value of the net assets with respect to the Class S shares of the Acquired Portfolio determined using the same valuation procedures referred to in paragraph 2.1, by the net asset value per share of an Acquiring Portfolio Share of the Primary Share Classappropriate class, all as determined in accordance with paragraph 2.2. The number of the Valuation TimeClass S Acquiring Portfolio Shares to be issued (including fractional shares, if any) in exchange for the Acquired Portfolio’s ADV Class assets shall be determined with respect to ADV Class by dividing the value of the net assets with respect to the ADV Class shares of the Acquired Portfolio determined using the same valuation procedures referred to in paragraph 2.1, by the net asset value of an Acquiring Portfolio Share of the appropriate class, determined in accordance with paragraph 2.2. (d) 2.4. All computations of value shall be made by the Target Fund's Acquired Portfolio’s designated recordkeeping record keeping agent using the valuation procedures described in this Section 2 and shall be subject to review by the Acquiring Portfolio’s record keeping agent and by each Fund's recordkeeping agent and, if requested by either the Target Entity or the Acquiring Entity, by the ’s respective independent registered public accountant of the requesting partyaccountants.

Valuation. 2.1. With respect The number of full and fractional shares of each class of an MFG Portfolio to each Reorganization: (abe issued pursuant to Section 2(a) The value hereof to holders of the Target Fund's Assets shall be the value of such Assets computed as of immediately after the close of regular trading on the New York Stock Exchange ("NYSE"), which shall reflect the declaration of any dividends, on the business day next preceding the Closing Date (the "Valuation Date"), using the Target Fund's valuation procedures established by the Target Entity's Board of Trustees, which shall be provided to the Acquiring Fund prior to the Valuation Date. (b) The net asset value per share shares of each class of the Acquiring Fund Corresponding Hanover Portfolio that will be exchanged for such MFG Portfolio Shares shall be determined by multiplying the number of shares of such class of the Corresponding Hanover Portfolio that will be exchanged for such MFG Portfolio Shares by the appropriate exchange ratio computed as set forth below, the product of such multiplication to be rounded to the nearest one thousandth of a full share. For each class of shares of each Hanover Portfolio and the class of shares of the Corresponding MFG Portfolio that will be issued to the holders of such Hanover Portfolio Shares in connection with the Reorganization Reorganization, the exchange ratio shall be the number determined by dividing the net asset value per share of the corresponding class of the Target Fund as of the close of business on the Valuation Date, provided that, if more than one class of Hanover 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 (the "Primary Share Class"), or the net asset value of such other class of shares of the Target Fund as the parties may mutually agree. (c) The number of shares issued of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target Fund's Net Assets shall equal the number of shares of the corresponding class of the Target Fund outstanding as of the Valuation Time, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued with respect to each such Target Fund class, other than the Primary Share Class, shall equal the quotient of the net asset value of such class divided surrendered by the net asset value per share of the Primary Share Classclass of shares of the Corresponding MFG Portfolio being issued to the holders of such class of such Hanover Portfolio, all in each case such values to be determined on a consistent basis by the valuation procedures that have been adopted by the Board of Trustees of MFG, as of the Valuation Time. (d) Effective Time of the Reorganization; provided, that in the case of Vista U.S. Government Securities Fund and Vista American Value Fund, and The Hanover U.S. Government Securities Fund and The Hanover American Value Fund, respectively, the exchange ratio shall be one. Each such exchange ratio shall be rounded to the nearest ten thousandth. All computations of value shall be made in accordance with the regular practice of the MFG Portfolios as of the Effective Time by the Target Fund's designated recordkeeping agent using the valuation procedures described in this Section 2 and shall be subject to review by the Acquiring Fund's recordkeeping agent and, if requested by either the Target Entity or the Acquiring Entity, by the independent registered public accountant then responsible for pricing shares of the requesting partyMFG Portfolios.

Valuation. 2.1. With respect (a) On the Closing Date, the Acquiring Fund will deliver to each Reorganizationthe Target Fund a number of full and fractional Merger Shares having an aggregate net asset value on such date, determined as hereinafter provided in this Section 4: (ai) The in the case of Class A shares of the Acquiring Fund, equal to the value of the Target Fund's Assets shall be assets, less the value of such Assets computed as the liabilities, of immediately after the close of regular trading on the New York Stock Exchange ("NYSE"), which shall reflect the declaration of any dividends, on the business day next preceding the Closing Date (the "Valuation Date"), using Target Fund attributable to the Target Fund's valuation procedures established by ’s Class A shares (ii) in the case of Class C shares of the Acquiring Fund, equal to the value of the assets, less the value of the liabilities, of the Target Entity's Board of Trustees, which shall be provided Fund attributable to the Target Fund’s Class C shares (iii) in the case of Class I shares of the Acquiring Fund prior Fund, equal to the Valuation Datevalue of the assets, less the value of the liabilities, of the Target Fund attributable to the Target Fund’s Class I shares (iv) in the case of Class R6 shares of the Acquiring Fund, equal to the value of the assets, less the value of the liabilities, of the Target Fund attributable to the Target Fund’s Class R6 shares (v) in the case of Class NAV shares of the Acquiring Fund, equal to the value of the assets, less the value of the liabilities, of the Target Fund attributable to the Target Fund’s Class NAV shares. (b) The net asset value per share of each class of the Acquiring Fund shares issued in connection with Merger Shares to be delivered to the Reorganization shall be Target Fund, the net asset value per share of the corresponding class assets attributable to the Target Fund Shares, and the value of the liabilities of the Target Fund as of the close of business on the Valuation Date, provided that, if more than one class of shares of the Target Fund is being exchanged for a single class of shares of to be assumed by the Acquiring Fund, then the net asset value per share of such class of shares of the Acquiring Fund issued shall in connection with the Reorganization shall each case 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 (the "Primary Share Class"), or the net asset value of such other class of shares of the Target Fund as the parties may mutually agree. (c) The number of shares issued of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target Fund's Net Assets shall equal the number of shares of the corresponding class of the Target Fund outstanding as of the Valuation Time, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued with respect to each such Target Fund class, other than the Primary Share Class, shall equal the quotient of the net asset value of such class divided by the net asset value per share of the Primary Share Class, all as of the Valuation Time. (dc) All computations The net asset value of value the Merger Shares shall be made by computed in the manner set forth in the then-current prospectus or statement of additional information of the Acquiring Fund. The value of the assets and liabilities of the Target Fund's designated recordkeeping agent using the valuation procedures described in this Section 2 and Fund shall be subject to review determined by the Acquiring Fund's recordkeeping agent and, if requested by in cooperation with the Target Fund, pursuant to procedures which the Acquiring Fund would use in determining the fair market value of the Acquiring Fund’s assets and liabilities. (d) No adjustment shall be made in the net asset value of either the Target Entity Fund or the Acquiring Entity, by Fund to take into account differences in realized and unrealized gains and losses. (e) The Acquiring Fund shall issue the independent registered public accountant Merger Shares to the Target Fund. The Target Fund shall promptly distribute the Merger Shares to the shareholders of the requesting partyTarget Fund by establishing open accounts for each Target Fund shareholder on the share ledger records of the Acquiring Fund. Certificates representing Merger Shares will not be issued to Target Fund shareholders. (f) The Acquiring Fund shall assume substantially all of the liabilities of the Target Fund, whether accrued or contingent, in connection with the acquisition of assets and subsequent liquidation and dissolution of the Target Fund or otherwise, except for the Target Fund’s liabilities, if any, arising pursuant to this Agreement.

Valuation. 2.1. With respect to each Reorganization: (a) : The value of the Target Fund's Assets shall be the value of such Assets computed as of immediately after the close of regular trading on the New York Stock Exchange ("NYSE"), which shall reflect the declaration of any dividends, on the business day next preceding the Closing Date (the "Valuation Date"), using the Target Fund's valuation procedures established by the Target Entity's Board of Trustees, which shall be provided to the Acquiring Fund prior to the Valuation Date. (b) . 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 close of business on the Valuation Date, 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 (the "Primary Share Class"), or the net asset value of such other class of shares of the Target Fund as the parties may mutually agree. (c) . The number of shares issued of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target Fund's Net Assets shall equal the number of shares of the corresponding class of the Target Fund outstanding as of the Valuation Time, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued with respect to each such Target Fund class, other than the Primary Share Class, shall equal the quotient of the net asset value of such class divided by the net asset value per share of the Primary Share Class, all as of the Valuation Time. (d) . All computations of value shall be made by the Target Fund's designated recordkeeping agent using the valuation procedures described in this Section 2 and shall be subject to review by the Acquiring Fund's recordkeeping agent and, if requested by either the Target Entity or the Acquiring Entity, by the independent registered public accountant of the requesting party.

Valuation. 2.1. With respect to 2.1 The net asset value of each Reorganization: (a) The class of the Reorganization Shares and the net value of the Target Fund's Assets shall in each case be the value of such Assets computed determined as of immediately after the close of regular trading business on the New York Stock Exchange ("NYSE"), which shall reflect the declaration of any dividends, on the last business day next preceding the Closing Date (the "Valuation Date"), using the Target Fund's valuation procedures established by the Target Entity's Board of Trustees, which shall be provided to the Acquiring Fund prior to the Valuation Date. (b) . The net asset value per share of each class of the Acquiring Fund shares issued in connection with the Reorganization Shares shall be the net asset value per share of the corresponding class of the Target Fund as of the close of business on the Valuation Date, 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 computed by the Acquiring Fund State Street Bank and Trust Company (the "Primary Share ClassCustodian"), as custodian and pricing agent for the Surviving Fund, in the manner set forth in Trust VI's Amended and Restated Declaration of Trust ("Trust VI's Declaration of Trust") or By-laws and the Surviving Fund's then-current prospectus and statement of additional information, to not less than two decimal places. The net asset value of such other class of shares the Assets shall be computed by the Custodian, as custodian and pricing agent for the Acquired Fund, by calculating the value of the Target Fund as Assets and subtracting therefrom the amount of the Liabilities, in the manner set forth in Trust I's Amended and Restated Declaration of Trust ("Trust I's Declaration of Trust") or By-laws and the Acquired Fund's then-current prospectus and statement of additional information. The determinations of the Custodian shall be conclusive and binding on all parties may mutually agreein interest. (c) 2.2 The number of shares issued of each class of the Acquiring Fund Reorganization Shares (including fractional shares, if any, rounded to the nearest thousandththird decimal place) in exchange for the Target Fund's Net Assets Surviving Fund shall equal issue pursuant to paragraph 1.1(b) hereof shall be as follows: (a) the number of shares Class A Reorganization Shares shall be determined by dividing the net value of the corresponding class of Assets (computed as set forth in paragraph 2.1 hereof) (the Target "Acquired Fund outstanding as of Value") attributable to the Valuation Time, provided that if two or more classes of shares of the Target Class A Acquired Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued with respect to each such Target Fund class, other than the Primary Share Class, shall equal the quotient of Shares by the net asset value of a Class A Reorganization Share (computed as set forth in such class divided paragraph), (b) the number of Class B Reorganization Shares shall be determined by dividing the Acquired Fund Value attributable to the Class B Acquired Fund Shares by the net asset value per share of a Class B Reorganization Share (as so computed), (c) the Primary number of Class C Reorganization Shares shall be determined by dividing the Acquired Fund Value attributable to the Class C Acquired Fund Shares by the net asset value of a Class C Reorganization Share Class(as so computed), all as of the Valuation Time. and (d) the number of Class I Reorganization Shares shall be determined by dividing the Acquired Fund Value attributable to the Class I Acquired Fund Shares by the net asset value of a Class I Reorganization Share (as so computed). 2.3 All computations of value shall be made by the Target Custodian in accordance with its regular practice as pricing agent for the Surviving Fund and the Acquired Fund's designated recordkeeping agent using the valuation procedures described in this Section 2 and shall be subject to review by the Acquiring Fund's recordkeeping agent and, if requested by either the Target Entity or the Acquiring Entity, by the independent registered public accountant of the requesting partyas applicable.

Valuation. 2.1. 2.1 With respect to each Reorganization: (a) The value of the Target Fund's Assets shall be the value of such Assets computed as of immediately after the close of regular trading on the New York Stock Exchange ("NYSE"), which shall reflect the declaration of any dividends, on the business day next preceding the Closing Date (the "Valuation Date"), using the Target Fund's valuation procedures established by the Target Entity's Board of Trustees, which shall be provided to the Acquiring Fund prior to the Valuation Date. (b) 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 close of business on the Valuation Date, 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 (the "Primary Share Class"), or the net asset value of such other class of shares of the Target Fund as the parties may mutually agree. (c) The number of shares issued of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target Fund's Net Assets shall equal the number of shares of the corresponding class of the Target Fund outstanding as of the Valuation Time, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued with respect to each such Target Fund class, other than the Primary Share Class, shall equal the quotient of the net asset value of such class divided by the net asset value per share of the Primary Share Class, all as of the Valuation Time. (d) All computations of value shall be made by the Target Fund's designated recordkeeping agent using the valuation procedures described in this Section 2 and shall be subject to review by the Acquiring Fund's recordkeeping agent and, if requested by either the Target Entity or the Acquiring Entity, by the independent registered public accountant of the requesting party.

Valuation. 2.12.1 The net asset values of the Class A, Class B and Class C Acquiring Fund Shares and the net values of the assets and liabilities of the Acquired Fund attributable to its Class A, Class B and Class C shares to be transferred shall, in each case, be determined as of the close of business (4:00 p.m. Boston time) on the Closing Date. With respect The net asset values of the Class A, Class B, and Class C Acquiring Fund Shares shall be computed by the Acquiring Fund's Custodian in the manner set forth in the Acquiring Fund's Declaration of Trust as amended and restated (the "Declaration"), or By-Laws and the Acquiring Fund's then-current prospectus and statement of additional information and shall be computed in each case to each Reorganization: (a) not fewer than four decimal places. The net values of the assets of the Acquired Fund attributable to its Class A, Class B, and Class C shares to be transferred shall be computed by the Acquired Fund's Custodian by calculating the value of the Target Fund's Assets shall be the value assets of such Assets computed as of immediately after the close of regular trading on the New York Stock Exchange ("NYSE"), which shall reflect the declaration of any dividends, on the business day next preceding the Closing Date (the "Valuation Date"), using the Target Fund's valuation procedures established each class transferred by the Target Entity's Board Acquired Fund and by subtracting therefrom the amount of Trustees, which shall be provided the liabilities of each class assigned and transferred to and assumed by the Acquiring Fund prior on the Closing Date, said assets and liabilities to be valued in the Valuation Datemanner set forth in the Acquired Fund's then current prospectus and statement of additional information and shall be computed in each case to not fewer than four decimal places. (b) 2.2 The net asset value per share number of shares of each class of Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for the Acquired Fund's assets shall be determined by dividing the value of the Acquired Fund's assets attributable to a class, less the liabilities attributable to that class assumed by the Acquiring Fund shares issued in connection with Fund, by the Reorganization shall be the Acquiring Fund's net asset value per share of the corresponding class of the Target Fund as of the close of business on the Valuation Date, 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 same class, as determined by the Acquiring Fund (the "Primary Share Class"), or the net asset value of such other class of shares of the Target Fund as the parties may mutually agree. (c) The number of shares issued of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target Fund's Net Assets shall equal the number of shares of the corresponding class of the Target Fund outstanding as of the Valuation Time, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued with respect to each such Target Fund class, other than the Primary Share Class, shall equal the quotient of the net asset value of such class divided by the net asset value per share of the Primary Share Class, all as of the Valuation Timedetermined in accordance with Paragraph 2.1 hereof. (d) 2.3 All computations of value shall be made by the Target each Custodian in accordance with its regular practice as pricing agent for its respective Fund's designated recordkeeping agent using the valuation procedures described in this Section 2 and shall be subject to review by the Acquiring Fund's recordkeeping agent and, if requested by either the Target Entity or the Acquiring Entity, by the independent registered public accountant of the requesting party.

Valuation. 2.1. With respect (a) On the Closing Date, the Acquiring Fund will deliver to each Reorganizationthe Acquired Fund a number of full and fractional Merger Shares having an aggregate net asset value on such date, determined as hereinafter provided in this Section 4: (ai) The in the case of Class A shares of the Acquiring Fund, equal to the value of the Target Fund's Assets shall be assets, less the value of such Assets computed as the liabilities, of immediately after the close of regular trading on the New York Stock Exchange ("NYSE"), which shall reflect the declaration of any dividends, on the business day next preceding the Closing Date (the "Valuation Date"), using the Target Fund's valuation procedures established by the Target Entity's Board of Trustees, which shall be provided Acquired Fund attributable to the Acquired Fund’s Class A shares (ii) in the case of Class C shares of the Acquiring Fund prior Fund, equal to the Valuation Datevalue of the assets, less the value of the liabilities, of the Acquired Fund attributable to the Acquired Fund’s Class C shares (iii) in the case of Class I shares of the Acquiring Fund, equal to the value of the assets, less the value of the liabilities, of the Acquired Fund attributable to the Acquired Fund’s Class I shares (iv) in the case of Class R6 shares of the Acquiring Fund, equal to the value of the assets, less the value of the liabilities, of the Acquired Fund attributable to the Acquired Fund’s Class R6 shares. (b) The net asset value per share of each class of the Acquiring Fund shares issued in connection with Merger Shares to be delivered to the Reorganization shall be Acquired Fund, the net asset value per share of the corresponding class assets attributable to the Acquired Fund Shares, and the value of the Target Fund as liabilities of the close of business on the Valuation Date, provided that, if more than one class of shares of the Target Acquired Fund is being exchanged for a single class of shares of to be assumed by the Acquiring Fund, then the net asset value per share of such class of shares of the Acquiring Fund issued shall in connection with the Reorganization shall each case 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 (the "Primary Share Class"), or the net asset value of such other class of shares of the Target Fund as the parties may mutually agree. (c) The number of shares issued of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target Fund's Net Assets shall equal the number of shares of the corresponding class of the Target Fund outstanding as of the Valuation Time, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued with respect to each such Target Fund class, other than the Primary Share Class, shall equal the quotient of the net asset value of such class divided by the net asset value per share of the Primary Share Class, all as of the Valuation Time. (dc) All computations The net asset value of value the Merger Shares shall be made by computed in the Target manner set forth in the then-current prospectus or statement of additional information of the Acquiring Fund's designated recordkeeping agent using . The value of the valuation procedures described in this Section 2 assets and liabilities of the Acquired Fund shall be subject to review determined by the Acquiring Fund's recordkeeping agent and, if requested by in cooperation with the Acquired Fund, pursuant to procedures which the Acquiring Fund would use in determining the fair market value of the Acquiring Fund’s assets and liabilities. (d) No adjustment shall be made in the net asset value of either the Target Entity Acquired Fund or the Acquiring Entity, by Fund to take into account differences in realized and unrealized gains and losses. (e) The Acquiring Fund shall issue the independent registered public accountant Merger Shares to the Acquired Fund. The Acquired Fund shall promptly distribute the Merger Shares to the shareholders of the requesting partyAcquired Fund by establishing open accounts for each Acquired Fund shareholder on the share ledger records of the Acquiring Fund. Certificates representing Merger Shares will not be issued to Acquired Fund shareholders. (f) The Acquiring Fund shall assume substantially all of the liabilities of the Acquired Fund, whether accrued or contingent, in connection with the acquisition of assets and subsequent liquidation and dissolution of the Acquired Fund or otherwise, except for the Acquired Fund’s liabilities, if any, arising pursuant to this Agreement.

Valuation. 2.1. With respect to each Reorganization: (a) 2.1 The value of the Target Acquired Fund's Assets assets to be acquired by the Acquiring Fund hereunder shall be the value of such Assets assets computed as of immediately after the close of regular trading on business of the New York Stock Exchange ("NYSE"), which shall reflect and after the declaration of any dividends, dividends on the business day next preceding the Closing Date (such time and date being hereinafter called the "Valuation Date"), using the Target valuation procedures set forth in the Acquiring Fund's Articles of Incorporation and then-current prospectus or statement of additional information, and valuation procedures established by the Target EntityAcquiring Fund's Board of Trustees, which shall be provided to the Acquiring Fund prior to the Valuation DateDirectors. (b) 2.2 The net asset value per share of each class of the a Class A, Class B, Class C and Class T Acquiring Fund shares issued in connection with the Reorganization Share shall be the net asset value per share of the corresponding computed with respect to that class of the Target Fund as of immediately after the close of business of the New York Stock Exchange and after the declaration of any dividends on the Valuation Date, provided that, if more than one class of shares of using the Target Fund is being exchanged for a single class of shares of valuation procedures set forth in the Acquiring Fund, then the net asset value per share 's Articles of such class Incorporation and then-current prospectus or statement 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 additional information and valuation procedures established by the Acquiring Fund (the "Primary Share Class"), or the net asset value Fund's Board of such other class of shares of the Target Fund as the parties may mutually agreeDirectors. (c) 2.3 The number of shares issued of each class of the Class A, Class B, Class C and Class T Acquiring Fund Shares to be issued (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target Acquired Fund's Net Assets assets shall equal the number of shares of the corresponding class of the Target Fund outstanding as of the Valuation Time, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued be determined with respect to each such Target Fund classclass by dividing the value of the net assets with respect to the Class A, other than Class B, Class C and Class T shares of the Primary Share ClassAcquired Fund, shall equal as the quotient of case may be, determined using the same valuation procedures referred to in paragraph 2.1, by the net asset value of such class divided by the net asset value per share of the Primary Share Classan Acquiring Fund Share, all as of the Valuation Timedetermined in accordance with paragraph 2.2. (d) 2.4 All computations of value shall be made by the Target Acquiring Fund's designated recordkeeping agent using the valuation procedures described in this Section 2 and shall be subject to review by the Acquiring Fund's recordkeeping agent and, if requested by either the Target Entity or the Acquiring Entity, by the independent registered public accountant of the requesting partyrecord keeping agent.

Valuation. 2.12.1 The net asset values of the Class A, Class B and Class C Acquiring Fund Shares and the net values of the assets and liabilities of the Acquired Fund attributable to its Class A, Class B, Class C and Class I shares to be transferred shall, in each case, be determined as of the close of business (4:00 p.m. Boston time) on the Closing Date. With respect The net asset values of the Class A, Class B and Class C Acquiring Fund Shares shall be computed by the Custodian in the manner set forth in the Acquiring Fund's Declaration of Trust as amended and restated (the "Declaration"), or By-Laws and the Acquiring Fund's then-current prospectus and statement of additional information and shall be computed in each case to each Reorganization: (a) not fewer than four decimal places. The net value of the Target Fund's Assets assets of the Acquired Fund attributable to its Class A, Class B, Class C and Class I shares to be transferred shall be computed by the Custodian by calculating the value of such Assets computed as the assets of immediately after the close of regular trading on the New York Stock Exchange ("NYSE"), which shall reflect the declaration of any dividends, on the business day next preceding the Closing Date (the "Valuation Date"), using the Target Fund's valuation procedures established each class transferred by the Target Entity's Board Acquired Fund and by subtracting therefrom the amount of Trustees, which shall be provided the liabilities of each class assigned and transferred to and assumed by the Acquiring Fund prior on the Closing Date, said assets and liabilities to be valued in the Valuation Datemanner set forth in the Acquired Fund's then current prospectus and statement of additional information and shall be computed in each case to not fewer than four decimal places. (b) 2.2 The net asset value per share number of shares of each class of Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for the Acquired Fund's assets shall be determined by dividing the value of the Acquired Fund's assets attributable to that class, less the liabilities attributable to that class assumed by the Acquiring Fund shares issued in connection with Fund, by the Reorganization shall be the Acquiring Fund's net asset value per share of the corresponding class of the Target Fund as of the close of business on the Valuation Date, 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 same class, as determined by the Acquiring Fund (the "Primary Share Class"), or the net asset value of such other class of shares of the Target Fund as the parties may mutually agree. (c) The number of shares issued of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target Fund's Net Assets shall equal the number of shares of the corresponding class of the Target Fund outstanding as of the Valuation Time, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued with respect to each such Target Fund class, other than the Primary Share Class, shall equal the quotient of the net asset value of such class divided by the net asset value per share of the Primary Share Class, all as of the Valuation Timedetermined in accordance with Paragraph 2.1 hereof. (d) 2.3 All computations of value shall be made by the Target Fund's designated recordkeeping Custodian in accordance with its regular practice as pricing agent using for the valuation procedures described in this Section 2 and shall be subject to review by the Acquiring Fund's recordkeeping agent and, if requested by either the Target Entity or the Acquiring Entity, by the independent registered public accountant of the requesting partyFunds.

Valuation. 2.1. With respect (a) On the Closing Date, the Acquiring Fund will deliver to each Reorganizationthe Acquired Fund a number of full and fractional Merger Shares having an aggregate net asset value on such date, determined as hereinafter provided in this Section 4: (ai) The in the case of Class A shares of the Acquiring Fund, equal to the value of the Target Fund's Assets shall be assets, less the value of such Assets computed as the liabilities, of immediately after the close of regular trading on Acquired Fund attributable to the New York Stock Exchange ("NYSE"), which shall reflect the declaration of any dividends, on the business day next preceding the Closing Date (the "Valuation Date"), using the Target Acquired Fund's valuation procedures established by Class A shares; (ii) in the Target Entity's Board case of TrusteesClass C shares of the Acquiring Fund, which shall be provided equal to the Acquiring value of the assets, less the value of the liabilities, of the Acquired Fund prior attributable to the Valuation DateAcquired Fund's Class C shares; (iii) in the case of Class I shares of the Acquiring Fund, equal to the value of the assets, less the value of the liabilities, of the Acquired Fund attributable to the Acquired Fund's Class I shares; (iv) in the case of Class R6 shares of the Acquiring Fund, equal to the value of the assets, less the value of the liabilities, of the Acquired Fund attributable to the Acquired Fund's Class R6 and Class 1 shares; and (v) in the case of Class NAV shares of the Acquiring Fund, equal to the value of the assets, less the value of the liabilities, of the Acquired Fund attributable to the Acquired Fund's Class NAV shares. (b) The net asset value per share of each class of the Acquiring Fund shares issued in connection with Merger Shares to be delivered to the Reorganization shall be Acquired Fund, the net asset value per share of the corresponding class assets attributable to the Acquired Fund Shares, and the value of the Target Fund as liabilities of the close of business on the Valuation Date, provided that, if more than one class of shares of the Target Acquired Fund is being exchanged for a single class of shares of to be assumed by the Acquiring Fund, then the net asset value per share of such class of shares of the Acquiring Fund issued shall in connection with the Reorganization shall each case 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 (the "Primary Share Class"), or the net asset value of such other class of shares of the Target Fund as the parties may mutually agree. (c) The number of shares issued of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target Fund's Net Assets shall equal the number of shares of the corresponding class of the Target Fund outstanding as of the Valuation Time, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued with respect to each such Target Fund class, other than the Primary Share Class, shall equal the quotient of the net asset value of such class divided by the net asset value per share of the Primary Share Class, all as of the Valuation Time. (dc) All computations The net asset value of value the Merger Shares shall be made by computed in the Target manner set forth in the then-current prospectus or statement of additional information of the Acquiring Fund's designated recordkeeping agent using . The value of the valuation procedures described in this Section 2 assets and liabilities of the Acquired Fund shall be subject to review determined by the Acquiring Fund, in cooperation with the Acquired Fund, pursuant to procedures which the Acquiring Fund would use in determining the fair market value of the Acquiring Fund's recordkeeping agent and, if requested by assets and liabilities. (d) No adjustment shall be made in the net asset value of either the Target Entity Acquired Fund or the Acquiring Entity, by Fund to take into account differences in realized and unrealized gains and losses. (e) The Acquiring Fund shall issue the independent registered public accountant Merger Shares to the Acquired Fund. The Acquired Fund shall promptly distribute the Merger Shares to the shareholders of the requesting partyAcquired Fund by establishing open accounts for each Acquired Fund shareholder on the share ledger records of the Acquiring Fund. Certificates representing Merger Shares will not be issued to Acquired Fund shareholders. (f) The Acquiring Fund shall assume substantially all of the liabilities of the Acquired Fund, whether accrued or contingent, in connection with the acquisition of assets and subsequent liquidation and dissolution of the Acquired Fund or otherwise, except for the Acquired Fund's liabilities, if any, arising pursuant to this Agreement.

Valuation. 2.1. With respect to each Reorganization: (a) The value of the Target each Acquired Fund's ’s Assets shall be the value of such Assets computed as of immediately after the close of regular trading on business of the New York Stock Exchange ("NYSE"), which shall reflect and after the declaration of any dividends, dividends on the business day next preceding the Closing Date (such time and date being hereinafter called the "“Valuation Date"”), using the Target valuation procedures in the then-current prospectus and statement of additional information with respect to the Acquiring Fund's , and valuation procedures established by the Target Entity's Acquiring Fund’s Board of Trustees, which shall be provided to the Acquiring Fund prior to the Valuation DateDirectors. (b) 2.2. The net asset value per share of each class of the a Class A, Class B and Class C Acquiring Fund shares issued in connection with the Reorganization Share shall be the net asset value per share of the corresponding computed with respect to that class of the Target Fund as of the close of business on the Valuation Date, provided that, if more than one class of shares of using the Target Fund is being exchanged for a single class of shares of valuation procedures set forth in the Acquiring Fund, then the net asset value per share ’s then-current prospectus and statement 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 additional and valuation procedures established by the Acquiring Fund (the "Primary Share Class"), or the net asset value Fund’s Board of such other class of shares of the Target Fund as the parties may mutually agreeDirectors. (c) 2.3. The number of shares issued of each class of the Class A, Class B and Class C Acquiring Fund Shares to be issued (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target Fund's Net Assets shall equal the number of assets attributable to Class A, Class B and Class C shares of the corresponding class of the Target an Acquired Fund outstanding as of the Valuation Time, provided that if two or more classes of shares of the Target Fund are exchanged for a single class of shares of the Acquiring Fund, then the number of Acquiring Fund shares issued shall be determined with respect to each such Target Fund classclass by dividing the value of the net assets attributable to the Class A, other than Class B and Class C shares of such Acquired Fund, as the Primary Share Classcase may be, shall equal determined using the quotient of same valuation procedures referred to in paragraph 2.1, by the net asset value of an Acquiring Fund Share of the same class, determined in accordance with paragraph 2.2. With respect to ING Index LargeCap Equity Fund and ING Index LargeCap Equity Fund IV, the number of Class A Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for the assets attributable to Class Q shares of each Acquired Fund shall be determined by dividing the value of the net assets attributable to the Class Q shares of such class divided Acquired Fund, determined using the same valuation procedures referred to in paragraph 2.1, by the net asset value per share of the Primary Share Classa Class A Acquiring Fund Share, all as of the Valuation Timedetermined in accordance with paragraph 2.2. (d) 2.4. All computations of value shall be made by the Target each Acquired Fund's ’s designated recordkeeping record keeping agent using the valuation procedures described in this Section 2 and shall be subject to review by the Acquiring Fund's recordkeeping ’s record keeping agent and, if requested and by either the Target Entity or the Acquiring Entity, by the each Portfolio’s respective independent registered public accountant of the requesting partyaccounting firm.