Common use of Covenants of the Parties Clause in Contracts

Covenants of the Parties. 5.1 The Selling Fund and the Acquiring Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business may include customary dividends, distributions, subscriptions and redemptions. 5.2 The Acquiring Fund will prepare a Combined Information Statement/Prospectus, to be included in a Registration Statement on Form N-14 (the “Registration Statement”), which the Acquiring Fund will prepare and file for registration under the 1933 Act, of the Merger Shares to be distributed to the Selling Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the Securities Exchange Act of 1934, as amended, and the 1940 Act. The Selling Fund will provide the Acquiring Fund with information reasonably requested for the preparation of the Registration Statement. Without limiting the foregoing, the Selling Trust and the Selling Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of Selling Fund Shares. 5.3 The Selling Fund will deliver to each of its shareholders of record a copy of the Combined Information Statement/Prospectus promptly after it is finalized and the Registration Statement becomes effective with the Commission. 5.4 Subject to the provisions of this Agreement, the Acquiring Fund and the Selling Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including any actions required to be taken after the Closing Date. Without limitation of the foregoing, the Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and such of the state securities or blue sky laws as it may deem appropriate in order to continue its operations after the Closing Date.

Covenants of the Parties. 5.1 5.1. The Selling Pacific Funds Trust covenants that each Acquired Fund and the Acquiring Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business may will include purchases and sales of portfolio securities, sales and redemptions of fund shares, and regular and customary dividends, periodic dividends and distributions, subscriptions and redemptions. 5.2 . The Aristotle Trust covenants that each Acquiring Fund will prepare not carry on any business activities between the date hereof and the Closing Date (other than such activities as are customary to the organization of a Combined Information Statement/Prospectusnew registered investment company prior to its commencement of operations, including holding and redeeming the initial investment of the initial shareholder of the Acquiring Fund prior to the Closing Date). 5.2. The Pacific Funds Trust will either call a meeting of shareholders for each Acquired Fund to be included held prior to the Closing Date to consider and act upon this Agreement and the transactions contemplated herein, including the liquidation of each Acquired Fund, or solicit the written consent of the shareholders with respect to such transactions and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with each Acquired Fund shareholders’ meeting or written consent, as the case may be, referred to in a Section 5.2, the Aristotle Trust will prepare the Registration Statement on Form N-14 (the “Registration Statement”)and Prospectus/Proxy Statement for such meeting, which the Acquiring Fund Aristotle Trust will prepare and file for registration under the 1933 Act, of the Merger Shares to be distributed to the Selling Fund’s shareholders pursuant heretoregistration, all in compliance with the applicable requirements of the 1933 Act, the Securities Exchange 1934 Act of 1934, as amended, and the 1940 Act, provided, however, that neither the Aristotle Trust nor the applicable Acquiring Fund shall be responsible for the accuracy or completeness of information relating to the Pacific Funds Trust or any Acquired Fund that was furnished by the Pacific Funds Trust or such Acquired Fund for use therein. 5.4. The Selling Fund will provide Each of the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Fund Funds will cooperate with the others, and each will furnish to the others the information reasonably requested for relating to itself required by the preparation of 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Selling Pacific Funds Trust and the Selling Fund Acquired Funds will assist the Acquiring Fund Funds in obtaining such information as the Acquiring Fund Funds reasonably requests request concerning the beneficial ownership of Selling Acquired Fund Sharesshares. 5.3 The Selling Fund will deliver to each of its shareholders of record a copy of the Combined Information Statement/Prospectus promptly after it is finalized and the Registration Statement becomes effective with the Commission. 5.4 5.5. Subject to the provisions of this Agreement, the Acquiring Fund Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Selling Fund Acquiring Funds will each take, or cause to be taken, all actionactions, and do or cause to be done, all things things, reasonably necessary, proper or advisable to cause the conditions to the other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.6. The Pacific Funds Trust will at the transactions contemplated Closing Date provide the Aristotle Trust with: (a) A statement of the respective adjusted tax basis of all Assets to be transferred by each Acquired Fund to the Corresponding Acquiring Fund; (b) A copy of any other Tax books and records of each Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Sections 1.6045A-1 and 1.6045B-1(a) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the Closing; (c) A copy (which may be in electronic form) of the shareholder ledger accounts of each Acquired Fund, including, without limitation, (i) the name, address and taxpayer identification number of each Acquired Fund Shareholder, (ii) the number of shares of beneficial interest held by each Acquired Fund Shareholder, (iii) the dividend reinvestment elections applicable to each Acquired Fund Shareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., Internal Revenue Service (“IRS”) Form W-8BEN, W-8ECI, W-8IMY), notices or records on file with the Acquired Fund with respect to each Acquired Fund Shareholder, and (v) such information as the Aristotle Trust may reasonably request concerning Acquired Fund shares or Acquired Fund Shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury Regulations following the Closing for all of the Acquired Fund Shareholders’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds as a result of the transfer of assets that is the subject of this Agreement, including certified by its transfer agent or its President or its Vice President to the best of his or her knowledge and belief; and (d) All FASB ASC ▇▇▇-▇▇-▇▇ (formerly, FIN 48) work papers and supporting statements pertaining to each Acquired Fund. (e) A management representation letter directed to, and in the form and manner acceptable to, the Aristotle Trust and its auditor, ▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“Auditor”), covering the period from the end of the Acquired Funds most recent fiscal year end through the Closing Date, for the purposes of permitting the Aristotle Trust to issue its own management representation letter to the Auditor, in connection with the audit of the Acquiring Funds financial statements. (f) A letter from internal and external counsel directed to, and in the form and manner acceptable to, the Aristotle Trust and Auditor, that confirms (i) such party has no knowledge of any actions litigation, claim, or assessment against an Acquired Fund from the date of the Acquired Funds most recent fiscal year end through the Closing Date, that constitutes a loss contingency (as defined by ASC 450 Contingencies) that is required to be taken disclosed or recorded in the Acquired Funds financial statements; and, (ii) there has been no knowledge of or advice given to the Acquired Funds related to the existence of any unasserted claim that is material to the presentation of such fund’s financial statements and which, in such counsel’s opinion, is probable or reasonably possible of assertion and should be so recorded or disclosed in accordance with ASC 450. 5.7. As promptly as practicable, but in any case within sixty days after the Closing Date. Without limitation , each Acquired Fund shall furnish the Corresponding Acquiring Fund, in such form as is reasonably satisfactory to the Corresponding Acquiring Fund, a statement of the foregoing, earnings and profits of the Acquired Fund for federal income tax purposes that will (subject to any applicable provisions and limitations of the Code and Treasury Regulations) be carried over by the Corresponding Acquiring Fund as a result of Section 381 of the Code, and which will use all reasonable efforts to obtain the approvals and authorizations required be certified by the 1933 Act, the 1940 Act, and such of the state securities or blue sky laws as it may deem appropriate in order to continue its operations after the Closing Date.Pacific Funds Trust’s

Covenants of the Parties. 5.1 5.1. The Selling Acquired Fund and the Acquiring Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business may will include purchases and sales of portfolio securities, sales and redemptions of fund shares, and regular and customary dividends, periodic dividends and distributions, subscriptions and redemptions. 5.2 5.2. The Trust will call a meeting of the Acquired Fund shareholders to be held prior to the Closing Date to consider and act upon this Agreement and the transactions contemplated herein, including the liquidation of the Acquired Fund, and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with the Acquired Fund shareholders’ meeting referred to in Section 5.2, the Acquiring Fund Company will prepare a Combined Information Statement/Prospectus, to be included in a the Registration Statement on Form N-14 (the “Registration Statement”)and Prospectus/Proxy Statement for such meeting, which the Acquiring Fund Company will prepare and file for the registration under the 1933 Act, Act of the Merger Acquiring Fund Shares to be distributed to the Selling Fund’s Acquired Fund shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the Securities Exchange 1934 Act of 1934, as amended, and the 1940 Act. 5.4. The Selling Fund will provide Each of the Trust, the Acquired Fund, the Acquiring Company and the Acquiring Fund will cooperate with the others, and each will furnish to the others the information reasonably requested for relating to itself required by the preparation of 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Selling Trust and the Selling Acquired Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of Selling Acquired Fund Sharesshares. 5.3 The Selling Fund will deliver to each of its shareholders of record a copy of the Combined Information Statement/Prospectus promptly after it is finalized and the Registration Statement becomes effective with the Commission. 5.4 5.5. Subject to the provisions of this Agreement, the Trust, the Acquired Fund, the Acquiring Fund Company and the Selling Acquiring Fund will each take, or cause to be taken, all actionactions, and do or cause to be done, all things things, reasonably necessary, proper or advisable to cause the conditions to the other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective the transactions contemplated by this Agreementsuch transactions. 5.6. As promptly as practicable, including but in any actions required to be taken case within sixty days after the Closing Date. Without limitation , the Acquired Fund shall furnish the Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring Fund, a statement of the foregoingearnings and profits of the Acquired Fund for federal income tax purposes that will be carried over by the Acquiring Fund as a result of Section 381 of the Code, and which will be certified by the Trust’s President and Treasurer. 5.7. The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, Act and such of the state securities or blue sky Blue Sky laws as it may deem appropriate in order to continue its operations after the Closing Date. 5.8. The Trust and the Acquired Fund agree that the liquidation and termination of the Acquired Fund will be effected in the manner provided in the Trust’s declaration of trust and code of regulations in accordance with applicable law and that on and after the Closing Date, the Acquired Fund shall not conduct any business except in connection with its liquidation and termination. 5.9. The Acquiring Company covenants and agrees not to amend the Expense Limitation Agreement (as defined below) in any manner that is adverse to shareholders of the Acquiring Fund.

Covenants of the Parties. 5.1 5.1. The Selling Acquired Trust and the Acquiring Trust, and the Acquired Fund and the Acquiring Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that that, with respect to the Acquired Fund, such ordinary course of business may will include purchases and sales of portfolio securities, sales and redemptions of Acquired Fund Shares, and regular and customary dividends, periodic dividends and distributions, subscriptions and redemptionswith respect to the Acquiring Fund, it shall be limited to such actions as are customary to the organization of a new series prior to its commencement of investment operations. 5.2 5.2. The Acquired Trust will call a meeting of the Acquired Fund shareholders as soon as practicable after the date of filing the Registration Statement to be held prior to the Closing Date for the purpose of considering the sale of all of its assets to and the assumption of all of its liabilities by the Acquiring Fund as herein provided, adopting this Agreement and authorizing the liquidation of the Acquired Fund, and taking all other action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with the Acquired Fund shareholders' meeting referred to in Section 5.2, the Acquiring Trust will prepare a Combined Information Statement/Prospectus, to be included in a the Registration Statement on Form N-14 (the “Registration Statement”)and Prospectus/Proxy Statement for such meeting, which the Acquiring Fund Trust will prepare and file for the registration under the 1933 Act, Act of the Merger Acquiring Fund Shares to be distributed to the Selling Fund’s Acquired Fund shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the Securities Exchange 1934 Act and the 1▇▇▇ ▇▇▇. 5.4. Each of 1934the Acquired Trust, as amendedthe Acquired Fund, the Acquiring Trust and the Acquiring Fund will cooperate with the others, and each will furnish to the others the information relating to itself required by the 1933 Act, the 1934 Act and the 1940 Act. The Selling Fund will provide Act and the Acquiring Fund with information reasonably requested for the preparation of rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. 5.5. Without limiting the foregoing, the Selling Trust and the Selling Fund will assist the The Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of Selling Fund Shares. 5.3 The Selling Fund will deliver to each of its shareholders of record a copy shall, on behalf of the Combined Information Statement/Prospectus promptly after it is finalized and the Registration Statement becomes effective with the Commission. 5.4 Subject to the provisions of this AgreementAcquired Fund, the Acquiring Fund and the Selling Fund will each take, or cause to be takentimely filed tax returns (taking into account extensions) required to be filed with respect to the Acquired Fund for the taxable year ending on December 31, all action, 2015 and do or shall cause to be done, all things paid any taxes shown as due thereon. The parties shall reasonably necessary, proper or advisable cooperate with each other in connection with the tax preparation and filing of tax returns with respect to consummate and make effective the transactions contemplated by this Agreement, including any actions required to be taken Acquired Fund that are due after the Closing Date. 5.6. Without limitation of the foregoing, the The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, Act and such of the state securities or blue sky laws as it may deem appropriate in order to continue its operations after the Closing Date. 5.7. The Acquired Trust and the Acquired Fund agree that the liquidation of the Acquired Fund will be effected in the manner provided in the Acquired Trust's Declaration of Trust and Bylaws, each as amended, in accordance with applicable law, and that on and after the Closing Date, the Acquired Fund shall not conduct any business except in connection with its liquidation.

Covenants of the Parties. 5.1 The Selling 5.1. Each Acquired Fund and the each Acquiring Fund each will shall operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that that, with respect to an Acquired Fund, such ordinary course of business may shall include purchases and sales of portfolio securities, sales and redemptions of Acquired Fund Shares, and regular and customary dividends, periodic dividends and distributions, subscriptions and redemptionswith respect to the Acquiring Fund, such ordinary course of business shall be limited to such actions as are customary to the organization of a new series prior to its commencement of investment operations. 5.2 The 5.2. Pacific Capital shall call a meeting of the Acquired Fund shareholders of each Acquired Fund as soon as practicable after the date of the effectiveness of the Registration Statement to be held prior to the Closing Date for the purpose of considering the sale of all of such Acquired Fund’s assets to and the assumption of all of its identified liabilities by the corresponding Acquiring Fund will as herein provided, adopting this Agreement and authorizing the liquidation of the Acquired Fund, and taking all other action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with the Acquired Fund shareholders’ meeting referred to in Section 5.2, FundVantage, with the assistance of Pacific Capital, shall prepare a Combined Information Statement/Prospectus, to be included in a the Registration Statement on Form N-14 (the “Registration Statement”)and Prospectus/Proxy Statement for such meeting, which the Acquiring Fund will prepare and FundVantage shall file for the registration under the 1933 Act, Act of the Merger Acquiring Fund Shares to be distributed to the Selling Fund’s Acquired Fund shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the Securities Exchange 1934 Act of 1934, as amended, and the 1940 Act. 5.4. The Selling Fund will provide Each of Pacific Capital, the Acquired Funds, FundVantage and the Acquiring Fund Funds shall cooperate with the others, and each shall furnish to the others the information reasonably requested for relating to itself required by the preparation of 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Selling Trust Pacific Capital and the Selling Acquired Fund will shall assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of Selling Acquired Fund Shares. 5.3 The Selling Fund will deliver to each of its shareholders of record a copy of the Combined Information Statement/Prospectus promptly after it is finalized and the Registration Statement becomes effective with the Commission. 5.4 5.5. Subject to the provisions of this Agreement, Pacific Capital, FundVantage, the Acquired Funds and the Acquiring Fund and the Selling Fund will Funds shall each take, or cause to be taken, all action, and do or cause to be done, all things things, reasonably necessary, proper or advisable to cause the conditions to the other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective the transactions contemplated by this Agreementsuch transactions. 5.6. As promptly as practicable, including but in any actions required to be taken case within sixty days after the Closing Date. Without limitation , Pacific Capital or each Acquired Fund shall furnish the corresponding Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring Fund, a statement of the foregoing, earnings and profits of the Acquired Fund for federal income tax purposes that shall be carried over by the Acquiring Fund will use all reasonable efforts to obtain as a result of Section 381 of the approvals and authorizations required by the 1933 Act, the 1940 ActCode, and such of the state securities or blue sky laws as it may deem appropriate in order to continue its operations after the Closing Date.which shall be reviewed by KPMG LLP and certified by Pacific Capital’s

Covenants of the Parties. 5.1 5.1. The Selling Acquired Fund and the Acquiring Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that that, with respect to the Acquired Fund, such ordinary course of business may will include purchases and sales of portfolio securities, sales and redemptions of Acquired Fund Shares, and regular and customary dividends, periodic dividends and distributions, subscriptions and redemptions. 5.2 The Acquiring 5.2. Bailard will call a meeting of the Acquired Fund stockholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required stockholder approval of the transactions contemplated hereby. 5.3. In connection with the Acquired Fund stockholders' meeting referred to in Section 5.2, HighMark, with the assistance of Bailard, will prepare a Combined Information Statement/Prospectus, to be included in a the Registration Statement on Form N-14 (the “Registration Statement”)and Prospectus/Proxy Statement for such meeting, which the Acquiring Fund HighMark will prepare and file for the registration under the 1933 Act, Act of the Merger Acquiring Fund Shares to be distributed to the Selling Fund’s shareholders Acquired Fund stockholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the Securities Exchange 1934 Act and the1940 Act. 5.4. Each of 1934Bailard, as amendedHighMark, the Acquiring Fund and the Acquired Fund will cooperate with the others, and each will furnish to the others the information relating to itself required by the 1933 Act, the1934 Act and the 1940 ActAct and the rules and regulations thereunderto be set forth in the Registration Statement, including the Prospectus/Proxy Statement. 5.5. The Selling Subject to the provisions of this Agreement, Bailard, HighMark, the Acquired Fund will provide and the Acquiring Fund with information will each take, or cause to betaken, all action, and do or cause to be done, all things, reasonably requested for necessary, proper or advisable to cause the preparation of conditions to the Registration Statementother parties' obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.6. Without limiting the foregoing, the Selling Trust Bailard and the Selling Acquired Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of Selling Acquired Fund Shares. 5.3 The Selling Fund will deliver to each of its shareholders of record a copy of the Combined Information Statement/Prospectus 5.7. As promptly after it is finalized and the Registration Statement becomes effective with the Commission. 5.4 Subject to the provisions of this Agreementas practicable, the Acquiring Fund and the Selling Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including but in any actions required to be taken case within sixty days after the Closing Date. Without limitation , Bailard or the Acquired Fund shall furnish the Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring Fund, a statement of the foregoingearnings and profits of the Acquired Fund for federal income tax purposes that will be carried over by the Acquiring Fund as a result of Section 381 of the Code, the and which will be certified by Bailard's President and Treasurer. 5.8. The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, the1940 Act and such of the state securities or blue sky Blue Sky laws as it may deem appropriate in order to continue its operations after the Closing Date. 5.9. Bailard and the Acquired Fund agree that the liquidation of the Acquired Fund will be effected in the manner provided in Bailard's Articles of Incorporation and Bylaws in accordance with applicable law. 5.10. HighMark Capital agrees that, for a period of two years following the Closing Date, the ratio of expenses to average net assets for Class M shares of the Acquiring Fund will not exceed the ratio of expenses to average net assets of the Acquired Fund for the fiscal year ended September 30, 2005 as stated in the financial highlights of Bailard's Annual Report dated September 30, 2005. 5.11. HighMark Capital represents, warrants and covenants to Bailard and HighMark that the information provided by HighMark Capital to the Board of Directors of Bailard and the Board of Trustees of HighMark in connection with their review of the Reorganization is materially accurate as of January 13,2006, and with respect to any information provided by HighMark Capital after January 13, 2006, such information shall be materially accurate as of the date so provided, and that, to the best of its knowledge, HighMark Capital has provided all information concerning HighMark, HighMark Capital and the Reorganization reasonably necessary for the Board of Directors of Bailard and the Board of Trustees of HighMark to evaluate the Reorganization. 5.12. Bailard, Inc. represents, warrants and covenants to Bailard and HighMark that the information provided by Bailard, Inc. to the Board of Directors of Bailard and the Board of Trustees of HighMark in connection with their review of the Reorganization is materially accurate as of January 13, 2006, and with respect to any information provided by Bailard, Inc. after January 13, 2006, such information shall be materially accurate as of the date so provided, and that, to the best of its knowledge, Bailard, Inc. has provided all information concerning Bailard, Bailard, Inc. and the Reorganization reasonably necessary for the Board of Directors of Bailard and the Board of Trustees of HighMark to evaluate the Reorganization.

Covenants of the Parties. 5.1 The Selling 5.1. IMST covenants that each Acquired Fund and the Acquiring Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business may will include purchases and sales of portfolio securities, sales and redemptions of fund shares, and regular and customary dividends, periodic dividends and distributions, subscriptions and redemptions. 5.2 . The Aristotle Funds Trust covenants that each Acquiring Fund will prepare not carry on any business activities between the date hereof and the Closing Date (other than such activities as are customary to the organization of a Combined Information Statement/Prospectusnew registered investment company prior to its commencement of operations, including holding and redeeming the initial investment of the initial shareholder of the Acquiring Fund prior to the Closing Date). 5.2. IMST will either call a meeting of shareholders for each Acquired Fund to be included held prior to the Closing Date to consider and act upon this Agreement and the transactions contemplated herein, including the liquidation of each Acquired Fund, or solicit the written consent of the shareholders with respect to such transactions and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with each Acquired Fund shareholders’ meeting or written consent, as the case may be, referred to in a Section 5.2, the Aristotle Funds Trust will prepare the Registration Statement on Form N-14 (the “Registration Statement”)and Prospectus/Proxy Statement for such meeting, which the Acquiring Fund Aristotle Funds Trust will prepare and file for registration under the 1933 Act, of the Merger Shares to be distributed to the Selling Fund’s shareholders pursuant heretoregistration, all in compliance with the applicable requirements of the 1933 Act, the Securities Exchange 1934 Act of 1934, as amended, and the 1940 Act, provided, however, that neither the Aristotle Funds Trust nor the applicable Acquiring Fund shall be responsible for the accuracy or completeness of information relating to IMST or any Acquired Fund that was furnished by IMST or such Acquired Fund for use therein. 5.4. The Selling Fund will provide Each of IMST, the Acquired Funds, the Aristotle Funds Trust and the Acquiring Fund Funds will cooperate with the others, and each will furnish to the others the information reasonably requested for relating to itself required by the preparation of 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Selling Trust IMST and the Selling Fund Acquired Funds will assist the Acquiring Fund Funds in obtaining such information as the Acquiring Fund Funds reasonably requests request concerning the beneficial ownership of Selling Acquired Fund Sharesshares. 5.3 The Selling Fund will deliver to each of its shareholders of record a copy of the Combined Information Statement/Prospectus promptly after it is finalized and the Registration Statement becomes effective with the Commission. 5.4 5.5. Subject to the provisions of this Agreement, IMST, the Acquired Funds, the Aristotle Funds Trust and the Acquiring Fund and the Selling Fund Funds will each take, or cause to be taken, all actionactions, and do or cause to be done, all things things, reasonably necessary, proper or advisable to cause the conditions to the other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.6. IMST will at the transactions contemplated Closing Date provide the Aristotle Funds Trust with: (a) A statement of the respective adjusted tax basis of all Assets to be transferred by each Acquired Fund to the Corresponding Acquiring Fund; (b) A copy of any other Tax books and records of each Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Sections 1.6045A-1 and 1.6045B-1(a) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the Closing; (c) A copy (which may be in electronic form) of the shareholder ledger accounts of each Acquired Fund, including, without limitation, (i) the name, address and taxpayer identification number of each Acquired Fund Shareholder, (ii) the number of shares of beneficial interest held by each Acquired Fund Shareholder, (iii) the dividend reinvestment elections applicable to each Acquired Fund Shareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., Internal Revenue Service (“IRS”) Form W-8BEN, W-8ECI, W-8IMY), notices or records on file with the Acquired Fund with respect to each Acquired Fund Shareholder, and (v) such information as the Aristotle Funds Trust may reasonably request concerning Acquired Fund shares or Acquired Fund Shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury Regulations following the Closing for all of the Acquired Fund Shareholders’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds as a result of the transfer of assets that is the subject of this Agreement, including certified by its transfer agent or its President or its Vice President to the best of his or her knowledge and belief; and (d) All FASB ASC ▇▇▇-▇▇-▇▇ (formerly, FIN 48) work papers and supporting statements pertaining to each Acquired Fund. (e) A management representation letter directed to, and in the form and manner acceptable to, the Aristotle Funds Trust and its auditor, ▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“Auditor”), covering the period from the end of the Acquired Funds most recent fiscal year end through the Closing Date, for the purposes of permitting the Aristotle Funds Trust to issue its own management representation letter to the Auditor, in connection with the audit of the Acquiring Funds financial statements. 5.7. As promptly as practicable, but in any actions required to be taken case within sixty days after the Closing Date. Without limitation , each Acquired Fund shall furnish the Corresponding Acquiring Fund, in such form as is reasonably satisfactory to the Corresponding Acquiring Fund, a statement of the foregoing, earnings and profits of the Acquired Fund for federal income tax purposes that will (subject to any applicable provisions and limitations of the Code and Treasury Regulations) be carried over by the Corresponding Acquiring Fund will use all reasonable efforts to obtain as a result of Section 381 of the approvals and authorizations required by the 1933 Act, the 1940 ActCode, and such of the state securities or blue sky laws as it may deem appropriate in order to continue its operations after the Closing Date.which will be certified by IMST’s

Covenants of the Parties. 5.1 The Selling 5.1. IMST covenants that each Acquired Fund and the Acquiring Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business may will include purchases and sales of portfolio securities, sales and redemptions of fund shares, and regular and customary dividends, periodic dividends and distributions, subscriptions and redemptions. 5.2 . The Aristotle Funds Trust covenants that each Acquiring Fund will prepare operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include purchases and sales of portfolio securities, sales and redemptions of fund shares, and regular and customary periodic dividends and distributions. 5.2. IMST will either call a Combined Information Statement/Prospectus, meeting of shareholders for each Acquired Fund to be included held prior to the Closing Date to consider and act upon this Agreement and the transactions contemplated herein, including the liquidation of each Acquired Fund, or solicit the written consent of the shareholders with respect to such transactions and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with each Acquired Fund shareholders’ meeting or written consent, as the case may be, referred to in a Section 5.2, the Aristotle Funds Trust will prepare the Registration Statement on Form N-14 (the “Registration Statement”)and Prospectus/Proxy Statement for such meeting, which the Acquiring Fund Aristotle Funds Trust will prepare and file for registration under the 1933 Act, of the Merger Shares to be distributed to the Selling Fund’s shareholders pursuant heretoregistration, all in compliance with the applicable requirements of the 1933 Act, the Securities Exchange 1934 Act of 1934, as amended, and the 1940 Act, provided, however, that neither the Aristotle Funds Trust nor the applicable Acquiring Fund shall be responsible for the accuracy or completeness of information relating to IMST or any Acquired Fund that was furnished by IMST or such Acquired Fund for use therein. 5.4. The Selling Fund will provide Each of IMST, the Acquired Funds, the Aristotle Funds Trust and the Acquiring Fund Funds will cooperate with the others, and each will furnish to the others the information reasonably requested for relating to itself required by the preparation of 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Selling Trust IMST and the Selling Fund Acquired Funds will assist the Acquiring Fund Funds in obtaining such information as the Acquiring Fund Funds reasonably requests request concerning the beneficial ownership of Selling Acquired Fund Sharesshares. 5.3 The Selling Fund will deliver to each of its shareholders of record a copy of the Combined Information Statement/Prospectus promptly after it is finalized and the Registration Statement becomes effective with the Commission. 5.4 5.5. Subject to the provisions of this Agreement, IMST, the Acquired Funds, the Aristotle Funds Trust and the Acquiring Fund and the Selling Fund Funds will each take, or cause to be taken, all actionactions, and do or cause to be done, all things things, reasonably necessary, proper or advisable to cause the conditions to the other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.6. IMST will at the transactions contemplated Closing Date provide the Aristotle Funds Trust with: (a) A statement of the respective adjusted tax basis of all Assets to be transferred by each Acquired Fund to the Corresponding Acquiring Fund; (b) A copy of any other Tax books and records of each Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Sections 1.6045A-1 and 1.6045B-1(a) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the Closing; (c) A copy (which may be in electronic form) of the shareholder ledger accounts of each Acquired Fund, including, without limitation, (i) the name, address and taxpayer identification number of each Acquired Fund Shareholder, (ii) the number of shares of beneficial interest held by each Acquired Fund Shareholder, (iii) the dividend reinvestment elections applicable to each Acquired Fund Shareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., Internal Revenue Service (“IRS”) Form W-8BEN, W-8ECI, W-8IMY), notices or records on file with the Acquired Fund with respect to each Acquired Fund Shareholder, and (v) such information as the Aristotle Funds Trust may reasonably request concerning Acquired Fund shares or Acquired Fund Shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury Regulations following the Closing for all of the Acquired Fund Shareholders’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds as a result of the transfer of assets that is the subject of this Agreement, including certified by its transfer agent or its President or its Vice President to the best of his or her knowledge and belief; and (d) All FASB ASC ▇▇▇-▇▇-▇▇ (formerly, FIN 48) work papers and supporting statements pertaining to each Acquired Fund. (e) A management representation letter directed to, and in the form and manner acceptable to, the Aristotle Funds Trust and its auditor, ▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“Auditor”), covering the period from the end of the Acquired Funds most recent fiscal year end through the Closing Date, for the purposes of permitting the Aristotle Funds Trust to issue its own management representation letter to the Auditor, in connection with the audit of the Acquiring Funds financial statements. 5.7. As promptly as practicable, but in any actions required to be taken case within sixty days after the Closing Date. Without limitation , each Acquired Fund shall furnish the Corresponding Acquiring Fund, in such form as is reasonably satisfactory to the Corresponding Acquiring Fund, a statement of the foregoing, earnings and profits of the Acquired Fund for federal income tax purposes that will (subject to any applicable provisions and limitations of the Code and Treasury Regulations) be carried over by the Corresponding Acquiring Fund will use all reasonable efforts to obtain as a result of Section 381 of the approvals and authorizations required by the 1933 Act, the 1940 ActCode, and such of the state securities or blue sky laws as it may deem appropriate in order to continue its operations after the Closing Date.which will be certified by IMST’s

Covenants of the Parties. 5.1 5.1. The Selling HighMark Trust covenants that each Acquired Fund and the Acquiring Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business may will include purchases and sales of portfolio securities, sales and redemptions of fund shares, and regular and customary dividends, periodic dividends and distributions, subscriptions and redemptions. 5.2 . The NMF Trust covenants that each Acquiring Fund will prepare not carry on any business activities between the date hereof and the Closing Date (other than such activities as are customary to the organization of a Combined Information Statement/Prospectusnew registered investment company prior to its commencement of operations, including holding and redeeming the initial investment of the initial shareholder of the Acquiring Fund prior to the Closing Date). 5.2. The HighMark Trust will call a meeting of shareholders for each Acquired Fund to be included held prior to the Closing Date to consider and act upon this Agreement and the transactions contemplated herein, including the liquidation of each Acquired Fund, and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with each Acquired Fund shareholders’ meeting referred to in a Section 5.2, the NMF Trust will prepare the Registration Statement on Form N-14 (the “Registration Statement”)and Prospectus/Proxy Statement for such meeting, which the Acquiring Fund NMF Trust will prepare and file for registration under the 1933 Act, Act of the Merger corresponding Acquiring Fund Shares to be distributed to the Selling Acquired Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the Securities Exchange 1934 Act and the 194▇ ▇▇▇. 5.4. Each of 1934the HighMark Trust, as amendedthe Acquired Funds, the NMF Trust and the Acquiring Funds will cooperate with the others, and each will furnish to the others the information relating to itself required by the 1933 Act, the 1934 Act and the 1940 Act. The Selling Fund will provide Act and the Acquiring Fund with information reasonably requested for the preparation of rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Selling HighMark Trust and the Selling Fund Acquired Funds will assist the Acquiring Fund Funds in obtaining such information as the Acquiring Fund Funds reasonably requests request concerning the beneficial ownership of Selling Acquired Fund Sharesshares. 5.3 The Selling Fund will deliver to each of its shareholders of record a copy of the Combined Information Statement/Prospectus promptly after it is finalized and the Registration Statement becomes effective with the Commission. 5.4 5.5. Subject to the provisions of this Agreement, the Acquiring Fund HighMark Trust, the Acquired Funds, the NMF Trust and the Selling Fund Acquiring Funds will each take, or cause to be taken, all actionactions, and do or cause to be done, all things things, reasonably necessary, proper or advisable to cause the conditions to the other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.6. The HighMark Trust will at the transactions contemplated Closing Date provide the NMF Trust with: (a) A statement of the respective adjusted tax basis of all Assets to be transferred by each Acquired Fund to the Corresponding Acquiring Fund; (b) A copy of any other Tax books and records of each Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Sections 1.6045A-1 and 1.6045B-1(a) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the Closing; (c) A copy (which may be in electronic form) of the shareholder ledger accounts of each Acquired Fund, including, without limitation, (i) the name, address and taxpayer identification number of each shareholder of record, (ii) the number of shares of beneficial interest held by each shareholder, (iii) the dividend reinvestment elections applicable to each shareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., IRS Form W-8▇▇▇, ▇-▇▇▇▇, ▇-8IMY), notices or records on file with the Acquired Fund with respect to each shareholder, and (v) such information as the NMF Trust may reasonably request concerning Acquired Fund shares or Acquired Fund shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury regulations following the Closing. for all of the shareholders of record of the Acquired Funds’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds as a result of the transfer of assets that is the subject of this Agreement, including certified by its transfer agent or its President or its Vice President to the best of his or her knowledge and belief; and (d) All FASB ASC 7▇▇-▇▇-▇▇ (formerly, FIN 48) work papers and supporting statements pertaining to each Acquired Fund. 5.7. As promptly as practicable, but in any actions required to be taken case within sixty days after the Closing Date. Without limitation , each Acquired Fund shall furnish the Corresponding Acquiring Fund, in such form as is reasonably satisfactory to the Corresponding Acquiring Fund, a statement of the foregoing, earnings and profits of the Acquired Fund for federal income tax purposes that will be carried over by the Corresponding Acquiring Fund as a result of Section 381 of the Code, and which will be certified by the HighMark Trust’s President and Treasurer. 5.8. The Acquiring Funds will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, Act and such of the state securities or blue sky Blue Sky laws as it may deem appropriate in order to continue its operations after the Closing Date. 5.9. The HighMark Trust shall cause the liquidation and termination of the Acquired Funds to be effected in the manner provided in the HighMark Trust’s Declaration of Trust and code of regulations in accordance with applicable law and that on and after the Closing Date, the Acquired Funds shall not conduct any business except in connection with their liquidation and termination. 5.10. The HighMark Trust shall timely file or cause to be timely filed all Tax returns required to be filed with respect to the Acquired Funds for tax periods ending on or before the Closing Date, and NMF Trust shall timely file or cause to be timely filed all Tax returns required to be filed with respect to the Acquired Funds and any Tax returns required to be filed with respect to the Acquiring Funds for any period ending after the Closing Date; provided, however, the HighMark Trust shall file with the relevant taxing authorities, and make available to the NMF Trust, on or before December 2, 2013, all income Tax returns (e.g., Form 1120-RIC) required to be filed by the Acquired Funds for their fiscal year ended July 31, 2013. 5.11. The HighMark Trust and the Acquired Funds will not acquire Acquiring Fund Shares for the purpose of making distributions thereof other than to the shareholders of the Acquired Funds. 5.12. The NMF Trust covenants and agrees that it will not, within a period of two years after the Closing Date, terminate the Expense Limitation Agreement (as defined below), as it applies to the Acquiring Funds, or amend the Expense Limitation Agreement, as it applies to the Acquiring Funds, to make it less favorable to the shareholders of the Acquiring Funds than prior to such amendment.

Covenants of the Parties. 5.1 The Selling Fund 5.1. Each of the Acquired Funds and the Acquiring Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that that, with respect to an Acquired Fund, such ordinary course of business may will include purchases and sales of portfolio securities, quarterly repurchase offers with respect to fund shares, and regular and customary dividends, periodic dividends and distributions, subscriptions and redemptionswith respect to the Acquiring Fund, it shall be limited to such actions as are customary to the organization of a new series of the Acquiring Trust prior to its commencement of investment operations, including, in the case of Acquiring Fund, entering into and borrowing under a credit facility on the Closing Date as described in Section 1.1(c) hereof. 5.2 The Acquiring Fund will prepare a Combined Information Statement/Prospectus5.2. As promptly as practicable, to be included but in a Registration Statement on Form N-14 (the “Registration Statement”), which the Acquiring Fund will prepare and file for registration under the 1933 Act, of the Merger Shares to be distributed to the Selling Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the Securities Exchange Act of 1934, as amended, and the 1940 Act. The Selling Fund will provide the Acquiring Fund with information reasonably requested for the preparation of the Registration Statement. Without limiting the foregoing, the Selling Trust and the Selling Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of Selling Fund Shares. 5.3 The Selling Fund will deliver to each of its shareholders of record a copy of the Combined Information Statement/Prospectus promptly after it is finalized and the Registration Statement becomes effective with the Commission. 5.4 Subject to the provisions of this Agreement, the Acquiring Fund and the Selling Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including any actions required to be taken case within sixty days after the Closing Date. Without limitation , each Acquired Fund shall furnish the Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring Fund, a statement of the foregoingearnings and profits and capital loss carryovers of such Acquired Fund for federal income tax purposes that will be carried over by the Acquiring Fund as a result of Section 381 of the Code, and which will be reviewed by PricewaterhouseCoopers LLP and certified by the Acquiring Trust’s President and Treasurer. 5.3. The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, Act and such of the state securities or blue sky laws as it may deem appropriate in order to continue its operations after the Closing Date. 5.4. Each Acquired Fund agrees that the liquidation of such Acquired Fund will be effected in the manner provided in the Acquired Fund’s Declaration of Trust and Bylaws in accordance with applicable law, and that on and after the Closing Date, the Acquired Fund shall not conduct any business except in connection with its liquidation.

Covenants of the Parties. 5.1 5.1. The Selling Pacific Funds Trust covenants that each Acquired Fund and the Acquiring Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business may will include purchases and sales of portfolio securities, sales and redemptions of fund shares, and regular and customary dividends, periodic dividends and distributions, subscriptions and redemptions. 5.2 . The Aristotle Trust covenants that each Acquiring Fund will prepare not carry on any business activities between the date hereof and the Closing Date (other than such activities as are customary to the organization of a Combined Information Statement/Prospectusnew registered investment company prior to its commencement of operations, including holding and redeeming the initial investment of the initial shareholder of the Acquiring Fund prior to the Closing Date). 5.2. The Pacific Funds Trust will either call a meeting of shareholders for each Acquired Fund to be included held prior to the Closing Date to consider and act upon this Agreement and the transactions contemplated herein, including the liquidation of each Acquired Fund, or solicit the written consent of the shareholders with respect to such transactions and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with each Acquired Fund shareholders’ meeting or written consent, as the case may be, referred to in a Section 5.2, the Aristotle Trust will prepare the Registration Statement on Form N-14 (the “Registration Statement”)and Prospectus/Proxy Statement for such meeting, which the Acquiring Fund Aristotle Trust will prepare and file for registration under the 1933 Act, of the Merger Shares to be distributed to the Selling Fund’s shareholders pursuant heretoregistration, all in compliance with the applicable requirements of the 1933 Act, the Securities Exchange 1934 Act of 1934, as amended, and the 1940 Act, provided, however, that neither the Aristotle Trust nor the applicable Acquiring Fund shall be responsible for the accuracy or completeness of information relating to the Pacific Funds Trust or any Acquired Fund that was furnished by the Pacific Funds Trust or such Acquired Fund for use therein. 5.4. The Selling Fund will provide Each of the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Fund Funds will cooperate with the others, and each will furnish to the others the information reasonably requested for relating to itself required by the preparation of 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Selling Pacific Funds Trust and the Selling Fund Acquired Funds will assist the Acquiring Fund Funds in obtaining such information as the Acquiring Fund Funds reasonably requests request concerning the beneficial ownership of Selling Acquired Fund Shares. 5.3 The Selling Fund will deliver to each shares. Project Banyan Form of its shareholders Agreement and Plan of record a copy of the Combined Information Statement/Prospectus promptly after it is finalized and the Registration Statement becomes effective with the Commission. 5.4 Reorganization 11 5.5. Subject to the provisions of this Agreement, the Acquiring Fund Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Selling Fund Acquiring Funds will each take, or cause to be taken, all actionactions, and do or cause to be done, all things things, reasonably necessary, proper or advisable to cause the conditions to the other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.6. The Pacific Funds Trust will at the transactions contemplated Closing Date provide the Aristotle Trust with: (a) A statement of the respective adjusted tax basis of all Assets to be transferred by each Acquired Fund to the Corresponding Acquiring Fund; (b) A copy of any other Tax books and records of each Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Sections 1.6045A-1 and 1.6045B-1(a) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the Closing; (c) A copy (which may be in electronic form) of the shareholder ledger accounts of each Acquired Fund, including, without limitation, (i) the name, address and taxpayer identification number of each Acquired Fund Shareholder, (ii) the number of shares of beneficial interest held by each Acquired Fund Shareholder, (iii) the dividend reinvestment elections applicable to each Acquired Fund Shareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., Internal Revenue Service (“IRS”) Form W-8BEN, W-8ECI, W-8IMY), notices or records on file with the Acquired Fund with respect to each Acquired Fund Shareholder, and (v) such information as the Aristotle Trust may reasonably request concerning Acquired Fund shares or Acquired Fund Shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury regulations following the Closing for all of the Acquired Fund Shareholders’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds as a result of the transfer of assets that is the subject of this Agreement, including certified by its transfer agent or its President or its Vice President to the best of his or her knowledge and belief; and (d) All FASB ASC ▇▇▇-▇▇-▇▇ (formerly, FIN 48) work papers and supporting statements pertaining to each Acquired Fund. (e) A management representation letter directed to, and in the form and manner acceptable to, the Aristotle Trust and its auditor, ▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“Auditor”), covering the period from the end of the Acquired Funds most recent fiscal year end through the Closing Date, for the purposes of permitting the Aristotle Trust to issue its own management representation letter to the Auditor, in connection with the audit of the Acquiring Funds financial statements. Project Banyan Form of Agreement and Plan of Reorganization 12 (f) A letter from internal and external counsel directed to, and in the form and manner acceptable to, the Aristotle Trust and Auditor, that confirms (i) such party has no knowledge of any actions litigation, claim, or assessment against an Acquired Fund from the date of the Acquired Funds most recent fiscal year end through the Closing Date, that constitutes a loss contingency (as defined by ASC 450 Contingencies) that is required to be taken disclosed or recorded in the Acquired Funds financial statements; and, (ii) there has been no knowledge of or advice given to the Acquired Funds related to the existence of any unasserted claim that is material to the presentation of such fund’s financial statements and which, in such counsel’s opinion, is probable or reasonably possible of assertion and should be so recorded or disclosed in accordance with ASC 450. 5.7. As promptly as practicable, but in any case within sixty days after the Closing Date. Without limitation , each Acquired Fund shall furnish the Corresponding Acquiring Fund, in such form as is reasonably satisfactory to the Corresponding Acquiring Fund, a statement of the foregoing, earnings and profits of the Acquired Fund for federal income tax purposes that will be carried over by the Corresponding Acquiring Fund as a result of Section 381 of the Code, and which will use all reasonable efforts to obtain the approvals and authorizations required be certified by the 1933 Act, the 1940 Act, and such of the state securities or blue sky laws as it may deem appropriate in order to continue its operations after the Closing Date.Pacific Funds Trust’s

Covenants of the Parties. 5.1 The Selling 5.1. Each Acquired Fund and the Acquiring Fund each will operate its business in the ordinary course consistent with past practice between the date hereof and the Closing Date, it being understood that that, with respect to each Acquired Fund, such ordinary course of business will include purchases and sales of portfolio securities and other instruments, sales and redemptions of Acquired Fund Shares and regular and customary periodic dividends and distributions. Each Acquiring Fund shall take such actions as are customary to the organization of a new series prior to its commencement of operations. In order to facilitate the transfer of Assets at the Closing Date, GSAM may include customary dividendsrequest in writing that MAM use commercially reasonable efforts, distributionssubject to MAMs fiduciary duty, subscriptions to limit or cease portfolio trading on behalf of an Acquired Fund for a period of up to three days prior to the Valuation Date. MAM agrees that it will accommodate such requests to the extent such trading restrictions are consistent with the investment objectives, policies and redemptionsstrategies of the applicable Acquired Fund and consistent with fulfilling its fiduciary obligations as an investment adviser. No party shall take any action that would, or would reasonably be expected to, result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect. 5.2 The Acquiring 5.2. Each Acquired Fund will prepare call a Combined Information Statement/Prospectus, meeting of the Acquired Fund Shareholders to be included held prior to the Closing Date to consider and act upon this Agreement and to take all other action necessary to obtain the required shareholder approval of the transactions contemplated hereby. In the event that any Acquired Fund receives insufficient votes from shareholders, the meeting may be adjourned as permitted under the Madison Trusts Declaration of Trust, Bylaws, applicable law and the Acquired Funds Prospectus/Proxy Statement in a order to permit further solicitation of proxies. 5.3. In connection with the Acquired Fund Shareholders meetings referred to in paragraph 5.2, the ▇▇▇▇▇▇▇ Sachs Trust, with the assistance of each Acquired Fund, will prepare the Registration Statement on Form N-14 (the “Registration Statement”)and Prospectus/Proxy Statement for such meeting, in which the Acquiring Fund ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust will prepare and file for registration under the 1933 Act, of Act the Merger Acquiring Fund Shares to be distributed to the Selling Fund’s shareholders Acquired Fund Shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the Securities Exchange 1934 Act of 1934, as amended, and the 1940 Act. If at any time prior to the Closing Date a party becomes aware of any untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements made not misleading in light of the circumstances under which they were made in respect of such Registration Statement and Prospectus/Proxy Statement, the party discovering the item shall notify the other party and the parties shall cooperate in promptly preparing and filing with the Commission and, if appropriate, distributing to shareholders appropriate disclosure with respect to the item. Each Acquired Fund agrees to mail to its respective shareholders of record entitled to vote at the special meeting of shareholders at which action is to be considered regarding this Agreement, in sufficient time to comply with requirements as to notice thereof, the Prospectus/Proxy Statement contained in the Registration Statement or other documents as are necessary, which each comply in all material respects with the applicable provisions of section 14(a) of the 1934 Act and section 20(a) of the 1940 Act, and the rules and regulations, respectively, thereunder. 5.4. The Selling Fund will provide Madison Trust, each of the Acquired Funds, the ▇▇▇▇▇▇▇ Sachs Trust and each of the Acquiring Fund Funds will cooperate with the others, and each will furnish to the others the information reasonably requested for relating to itself required by the preparation of 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations under such acts to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Selling Trust each Acquired Fund and the Selling Fund MAM will assist the Acquiring Fund Funds in obtaining such information as the Acquiring Fund Funds reasonably requests request concerning the beneficial ownership of Selling Acquired Fund SharesShares and will assist the Acquiring Funds and GSAM in obtaining copies of any books and records of the Acquired Funds from their service providers reasonably requested by the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust or GSAM. In addition, the ▇▇▇▇▇▇▇ Sachs Trust and the Madison Trust will provide each other and their respective representatives with such cooperation, assistance and information as either of them reasonably may request of the other in filing any tax returns, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes, or in determining the financial reporting of any tax position. Upon reasonable notice, the Acquired Funds shall make available to the Acquiring Funds officers and agents, acting on behalf of the Acquiring Funds, all books and records of the Acquired Funds. 5.3 5.5. Each Acquired Fund will prepare and deliver to the Acquiring Fund at least five business days prior to the Closing Date a statement of the assets and the liabilities of the Acquired Fund as of such date for review and agreement by the parties to determine that the Assets and the Liabilities of the Acquired Fund are being correctly determined in accordance with the terms of this Agreement. The Selling Acquired Fund will deliver to at the Closing (1) a statement of Assets and Liabilities of the Acquired Fund as of the Valuation Date and (2) a list of the Acquired Funds Assets as of the Closing Date showing the tax costs of each of its shareholders assets by lot and the holding periods of record a copy such Assets, certified by the Treasurer or Assistant Treasurer of the Combined Information Statement/Prospectus promptly Acquired Fund. 5.6. The Madison Trust, on behalf of each Acquired Fund, agrees that the liquidation of each Acquired Fund will be effected in the manner provided in the Madison Trusts Declaration of Trust and Bylaws in accordance with applicable law, and that on and after it the Closing Date, each Acquired Fund shall not conduct any business except in connection with its liquidation. 5.7. It is finalized and the Registration Statement becomes effective intention of the parties that the transaction contemplated by this Agreement will qualify as a reorganization with the Commission. 5.4 Subject meaning of Section 368(a) of the Code. None of the parties to this Agreement shall take any action or cause any action to be taken (including, without limitation the filing of any tax return) that is inconsistent with such treatment or results in the failure of the transaction to qualify as a reorganization with the meaning of Section 368(a) of the Code. As promptly as practicable, each Acquired Fund shall furnish to the provisions corresponding Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring Fund, a statement of this Agreementthe earnings and profits of the Acquired Fund for U.S. federal income tax purposes, as well as any capital loss carryovers and items that the Acquiring Fund will succeed to and take into account as a result of section 381 of the Selling Code. 5.8. Prior to the valuation of the Assets as of the Valuation Date, each Acquired Fund shall have declared a dividend, dividends or other distribution or distributions, with a record and ex-dividend date prior to the Valuation Date, which, together with all previous dividends and distributions, shall have the effect of distributing to the shareholders of each Acquired Fund sufficient amounts of the Acquired Funds investment company taxable income for all taxable periods ending on or before the Closing Date (computed without regard to any deduction for dividends paid), if any, plus sufficient amounts of the excess of its interest income, if any, excludable from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for all taxable periods ending on or before the Closing Date and sufficient amounts of its net capital gains realized in all taxable periods ending on or before the Closing Date (after reduction for any capital loss carry forward) to satisfy the distribution requirements imposed by Section 852(a) of the Code for each of its taxable years. 5.9. Each Acquiring Fund and each Acquired Fund will each take, use commercially reasonable efforts to fulfill or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable obtain the fulfillment of the conditions precedent to consummate and make effective in the most expeditious manner practicable the transactions contemplated by this Agreement, including . The Madison Trust and the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust shall each use commercially reasonable efforts to make its officers available upon reasonable notice at reasonable times to provide explanation of any actions required documents or information provided under this Agreement to the extent such officer is familiar with such documents or information. 5.10. The Madison Trust and the ▇▇▇▇▇▇▇ Sachs Trust will execute and deliver or cause to be executed and delivered all such assignments and other instruments and will take or cause to be taken after the Closing Date. Without limitation such further action as may be necessary, proper or advisable in order to vest in and confirm (a) each Acquired Funds title to and possession of the foregoing, the Acquiring Fund will use Shares to be delivered hereunder and (b) each Acquiring Funds title to and possession of all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and such of the state securities or blue sky laws as it may deem appropriate in order to continue its operations after the Closing DateAssets.

Covenants of the Parties. 5.1 (a) The Selling Fund Company covenants that the Shares, when issued, sold and delivered in accordance with the terms set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than applicable state and federal securities laws and liens or encumbrances created by or imposed by the Investors. (b) The Company shall use its reasonable best efforts to cause the Shares to be admitted for trading on each securities exchange on which the Common Stock is listed on the date hereof. (c) The Investors and the Acquiring Fund Company shall each will operate its business in take all actions as may be reasonably necessary to consummate the ordinary course between the date hereof transactions contemplated by this Agreement, including, without limitation, entering into agreements and the Closing Date, it being understood that such ordinary course of business delivering certificates and instruments and consents as may include customary dividends, distributions, subscriptions and redemptionsbe deemed necessary or appropriate. 5.2 (d) The Acquiring Fund will Company shall prepare and file with the SEC after the Execution Date a Combined Information Statement/Prospectusshelf registration statement under the Securities Act which covers, permits, and allows for the resale by the Investors (or any of the Investors’ assigns pursuant to be included in this Agreement, each an “Investor Party”), on a Registration Statement on Form N-14 delayed or continuous basis and pursuant to the plan or method of distribution elected by the Investor Party, of the Registrable Shares and names such Investor Parties as the selling stockholders of such Registrable Shares (the “Registration Statement”). The Company shall cause such Registration Statement to be declared effective (or become automatically effective) by the SEC no later than May 15, which 2025. The Company shall maintain the Acquiring Fund will prepare and file for registration under the 1933 Act, effectiveness of the Merger Registration Statement until the earliest of: (i) such time all Registrable Shares have been resold, (ii) such time as all Registrable Securities covered by the Registration Statement otherwise cease to be distributed Registrable Shares pursuant to the Selling Fund’s shareholders pursuant heretodefinition of Registrable Shares and (iii) the closing of a Corporate Reorganization. Each Investor Party shall promptly provide such information as may reasonably be requested by the Company, all in compliance connection with the applicable requirements of the 1933 Act, the Securities Exchange Act of 1934, as amended, and the 1940 Act. The Selling Fund will provide the Acquiring Fund with information reasonably requested for the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the registration of the Shares for resale under the Securities Act and in connection with the Company’s obligation to comply with federal and applicable state securities laws. It shall be a condition precedent to the obligations of the Company to file the Registration Statement that each Investor Party furnish to the Company (x) a customary completed selling stockholder questionnaire and (y) such further information regarding each Investor Party, the Shares held by the Investor Parties and the intended method of disposition of the Shares held by the Investor Party as shall be reasonably required to effect the effectiveness of the registration of the Shares. The Company shall cooperate with the Investor Parties to file, maintain, and make effective such Registration Statement and shall cooperate with each of the Investor Parties to facilitate the sale of the Shares by the Investor Parties pursuant to the Registration Statement. Without limiting At any time upon the foregoingwritten request from an Investor Party (a “Shelf Takedown Request”) to the Company to effect a resale of all of a portion of such Investor Party’s Shares registered under the Registration Statement, the Selling Trust Company shall file a prospectus supplement as soon as practicable to add, amend and supplement the Selling Fund will assist the Acquiring Fund prospectus as contained in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of Selling Fund Shares. 5.3 The Selling Fund will deliver to each of its shareholders of record a copy of the Combined Information Statement/Prospectus promptly after it is finalized and the Registration Statement becomes as necessary for such purpose. There is no limit on the number of the Shelf Takedown Requests the Investor Party may make. In the event that the Registration Statement is no longer effective with or may otherwise not be used by the Commission. 5.4 Subject Investor Parties to the provisions of this Agreementsell such Shares (except pursuant to a permitted Suspension Event, as defined in Section 4(f)), the Acquiring Fund and the Selling Fund will each take, Company shall promptly file a new Registration Statement (or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make a post-effective the transactions contemplated by this Agreementamendment thereto, including any actions required prospectus supplements to the applicable prospectus contained in the new Registration Statement or the post-effective amendment) that permits the resale of such Shares by the Investor Parties and shall cause such Registration Statement (or post-effective amendment) to be taken effective as soon as reasonable practicable after filing and to remain effective pursuant to the Closing Dateterms of this provision set forth above. Without limitation of The Registration Statement shall be on Form S-3, if the foregoingCompany is eligible to use such form, and the Acquiring Fund will Company shall use all its commercially reasonable efforts to obtain qualify and remain qualified to register the approvals offer and authorizations required sale of securities under the Securities Act pursuant to a Registration Statement on Form S-3 or any successor form thereto. As used herein, “Corporate Reorganization” shall mean any (i) merger, consolidation or reorganization or other similar transaction or series of related transactions which results in the holders of the voting securities of the Company outstanding immediately prior thereto representing the owners, either directly or indirectly, of 50% or less of the combined voting power of the voting securities of and economic interests in the Company or such surviving or acquiring entity outstanding immediately after such merger, consolidation or reorganization; (ii) the distribution of assets (by any method) to the holders of the Company’s equity securities following the completion of a sale, lease, exclusive license, transfer, conveyance or other disposition of all or substantially all of the assets of the Company; or (iii) sale of shares of equity securities of the Company by then-existing stockholders of the Company, in a single transaction or series of related transactions to a single person or entity, representing at least 50% of the voting power of the voting securities of and economic interests in the Company; provided, that with respect to subsections (i) and (iii) hereof, options and value appreciation or similar rights shall be excluded from such calculations for all purposes. As used herein, the term “Registrable Shares” means the Shares, including any other equity security issued or issuable with respect to the Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event), provided, however, that a security shall cease to be a Registrable Share upon the earliest to occur of the following: (i) a Registration Statement registering such Share under the Securities Act has been declared or becomes effective and such Share has been sold or otherwise transferred by the 1933 Actholder thereof pursuant to and in a manner contemplated by such effective Registration Statement, (ii) such security is sold pursuant to Rule 144 under circumstances in which any legend borne by such security relating to restrictions on transferability thereof, under the 1940 ActSecurity Act or otherwise, is removed by the Company, (iii) such security is eligible to be sold pursuant to Rule 144 without condition or restriction, including without any limitation as to volume of sales, holding period and without the holder complying with any method of sale requirements or notice requirements under Rule 144, or (iv) such of the state securities or blue sky laws as it may deem appropriate in order security shall cease to continue be outstanding following its operations after the Closing Dateissuance.

Covenants of the Parties. 5.1 PLAN OF REORGANIZATION AND/OR SALE MOTION. The Selling Fund Company shall take the following actions: (a) Not later than five (5) Business Days after this Agreement is executed, the Company shall file an Amended Plan or the Sale Motion and Assumption Motion with the Bankruptcy Court as agreed by the parties in accordance with Section 2.1. The Amended Plan or the Sale Motion and Assumption Motion shall be in form and substance satisfactory to Buyer. Prior to the Filing Date the Company will consult with Buyer on an ongoing basis and provide drafts of the Amended Plan or Sale Motion and Assumption Motion to Buyer in order to achieve the goals of this Section 5.1(a). (b) Simultaneous with the filing of the Amended Plan (if this Acquisition is consummated pursuant to such Amended Plan), the Company shall file with the Bankruptcy Court an Amended Disclosure Statement pursuant to Section 1125 of the Bankruptcy Code any pleading required or desirable as reasonably determined by the Company and its counsel in order to obtain the Disclosure Statement Order. The Company shall use its best efforts to obtain prompt approval by the Bankruptcy Court of the Amended Disclosure Statement. (c) The Company shall use its best efforts to obtain and shall refrain from taking any action that would materially impede or result in a revocation of: (1) the entry by the Bankruptcy Court of an Order, in form and substance satisfactory to Buyer (the "Sale Order") approving the Sale of Assets pursuant to Sections 105 and 363 of the Bankruptcy Code and providing for the assumption and assignment to Buyer of the Contracts and Leases set forth on Schedule 5.5(g) in accordance with Section 365 of the Bankruptcy Code. In connection therewith, the Company and its counsel shall be required, among other things, to use their best efforts to cause the Sale Order to include findings of fact and conclusions of law which will: a. provide for the transfer of Assets to the Buyer free and clear of any liens, claims, encumbrances, liabilities, obligations, interests, causes of action, direct or indirect, known or unknown, absolute or contingent, including but not limited to product liability, contractual liability, any employee related liabilities (including but not limited to wages, benefits, COBRA, or other liabilities), environmental liabilities, tax liabilities, other tort claims, any liabilities for assets not purchased by Buyer, or any other liability or potential liability of the Company or the Subsidiaries other than the Assumed Liabilities and any liability of Buyer (if any) under the Maryland Club Agreement. b. provide that the Buyer is a good faith purchaser and is entitled to the protections afforded under Sections 363(m) and (n) of the Bankruptcy Code; c. provide for retention of jurisdiction of the Bankruptcy Court to enforce its Sale Order; d. provide that Buyer is not a successor and will not be deemed a successor for any purpose; e. provide for a release by all claimants for any claims, liabilities, liens, liabilities, encumbrances, rights, interests or causes of action they may have against the Buyer as a result of the Acquisition; f. provide that Contracts listed on Schedule 5.5(g) are assumed and assigned to Buyer; g. provide for such other and further findings of facts and conclusions of law reasonably required by the Buyer; and will obtain Bankruptcy Court approval of the Sale Order and Assumption Order; or (2) the entry by the Bankruptcy Court of an Order, in form and substance satisfactory to Buyer, confirming the Amended Plan pursuant to 1129 of the Bankruptcy Code, and providing for the effectuation of a sale of the Assets of the Company to Buyer pursuant to Sections 105, 363 and 1141(c) of the Bankruptcy Code and providing for the assumption and assignment to Buyer of the Contracts and Leases set forth on Schedule 5.5(g) in accordance with Section 365 of the Bankruptcy Code (the "Confirmation Order"). In connection therewith, the Company and its counsel shall be required, among other things, to (a) cause the Confirmation Order to contain findings of fact and conclusions of law which will be reasonably satisfactory to Buyer and will include those findings and fact and conclusions of law as set forth in (1) above, and (b) obtain the requisite acceptances of the Amended Plan required for entry of the Confirmation Order or otherwise to confirm the Amended Plan pursuant to Section 1129 (a) or (b) of the Bankruptcy Code. (d) The Company shall comply in all material respects with the Bankruptcy Code and all others laws, rules, regulations, decrees and orders promulgated thereunder in connection with obtaining the Confirmation Order or the Sale Order and Assumption Order. (e) Buyer agrees to use its best efforts to cooperate with the Company in its pursuit of the Confirmation Order or the Sale Order and Assumption Order as provided in Section 5.1(a) through 5.1(d) including providing the Company with information relating to Buyer and the Acquiring Fund each will operate its business Acquisition necessary to prepare the Amended Disclosure Statement or Sale Motion and Assumption Motion. (f) From and after the date hereof, neither the Company nor any Subsidiary Debtor shall take any action, or fail to take any action, which might (1) prevent, materially impede or result in the ordinary course between revocation of the date hereof and confirmation of the Closing Date, it being understood that such ordinary course Plan (as provided in Section 1144 of business may include customary dividends, distributions, subscriptions and redemptions. 5.2 The Acquiring Fund will prepare a Combined Information Statement/Prospectus, to be included in a Registration Statement on Form N-14 (the “Registration Statement”Bankruptcy Code), which (2) prevent or materially impede the Acquiring Fund will prepare vesting, upon the entry of the Confirmation Order or the Sale Order and file for registration under Assumption Order and consummation of the 1933 ActAcquisition, of the Merger Shares to be distributed property of the Company and its Subsidiary Debtors in the reorganized Company and its reorganized Subsidiaries free and clear of all Liens and claims and interests of Claimants in accordance with and to the Selling Fund’s shareholders pursuant heretoextent provided in the Amended Plan or the Sale Order and Assumption Order or (3) result in the reversal, all in compliance with the applicable requirements voidance, modification or staying of any of the 1933 Act, the Securities Exchange Act of 1934, as amended, Interim Order and the 1940 Act. Disclosure Statement Order. (g) The Selling Fund Company shall provide actual notice of (1) any hearing on the Amended Disclosure Statement, (2) any hearing on the Confirmation Order and (3) any hearing on the Sale Order and Assumption Order, in each case in form and content and to such parties as reasonably requested in writing by Buyer and in all cases in accordance with Bankruptcy Rules 2002 and 6004. (h) The Company agrees that the Sale Order or the Confirmation Order will provide a carve-out from the Acquiring Fund with information reasonably requested for proceeds from the preparation of the Registration Statement. Without limiting the foregoing, the Selling Trust and the Selling Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of Selling Fund Shares. 5.3 The Selling Fund will deliver to each of its shareholders of record a copy of the Combined Information Statement/Prospectus promptly after it is finalized and the Registration Statement becomes effective with the Commission. 5.4 Subject to the provisions of this Agreement, the Acquiring Fund and the Selling Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions transaction contemplated by this Agreement, including any actions required to be taken after Agreement and the Closing Date. Without limitation Transition Supply and Services Agreement for the benefit of the foregoing, general unsecured creditors in the Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and such of the state securities or blue sky laws as it may deem appropriate in order to continue its operations after the Closing DateCase.

Covenants of the Parties. 5.1 The Selling Acquired Fund and the Acquiring Fund each will operate its business in the ordinary course consistent with past practice between the date hereof and the Closing Date, it being understood that that, such ordinary course of business may will include portfolio turnover, changes to the portfolio necessary to transition the portfolio to the Acquiring Fund, customary dividends, distributionsother dividends and distributions to shareholders contemplated herein, subscriptions and shareholder purchases and redemptions. 5.2 The Acquiring Fund will prepare a Combined Information Statement/Prospectus, to be included in a Registration Statement on Form N-14 (the “Registration Statement”), which the Acquiring Fund will prepare and file for registration under the 1933 Act, of the Merger Shares to be distributed to the Selling Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the Securities Exchange Act of 1934, as amended, and the 1940 Act. The Selling Fund will provide the Acquiring Fund with information reasonably requested for the preparation of the Registration Statement. Without limiting the foregoing, the Selling Trust and the Selling Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of Selling Fund Shares. 5.3 The Selling Fund will deliver to each of its shareholders of record a copy of the Combined Information Statement/Prospectus promptly after it is finalized and the Registration Statement becomes effective with the Commission. 5.4 Subject to the provisions of this Agreement, the Acquiring Fund and the Selling Acquired Fund will each take, take or cause to be taken, taken all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including any actions required to be taken after the Closing Date. Without limitation . 5.3 The Acquired Fund will call a meeting of the foregoingAcquired Fund Shareholders of record to be held prior to the Closing Date to consider and act upon this Agreement, and the Acquired Fund (or its officers or other representatives) will use commercially reasonable efforts necessary to obtain the required shareholder approval of the Reorganization contemplated hereby. In the event that the Acquired Fund receives insufficient votes from shareholders, the meeting may be adjourned as permitted under the Acquired Fund Trust’s Declaration of Trust, By-Laws, applicable law and the Prospectus/ Proxy Statement in order to permit further solicitation of proxies. As may reasonably be requested, the Acquiring Fund (or its officers or other representatives) will use all commercially reasonable efforts to obtain assist the approvals Acquired Fund with obtaining the required shareholder approval of the Reorganization contemplated hereby. 5.4 The Acquiring Fund has prepared and authorizations required filed with the Commission the Registration Statement. The Registration Statement on Form N-14 includes a proxy statement and a prospectus and a statement of additional information of the Acquiring Fund relating to the transaction contemplated by this Agreement. The Registration Statement is in compliance with the 1933 Act, the 1934 Act and the 1940 Act, as applicable. Each party has provided the other party with the materials and such information necessary to prepare the registration statement on Form N-14 and any additional proxy and/or solicitation materials (the “Proxy Materials”), for inclusion therein, in connection with the meeting of the state securities Acquired Fund Shareholders to consider the approval of this Agreement and the transactions contemplated herein. 5.5 The Acquired Fund (or blue sky laws its representative) will prepare and deliver to the Acquiring Fund (or its representative) at least ten (10) Business Days prior to the Closing Date a statement of the assets and the liabilities of the Acquired Fund as it may deem appropriate of such date for review and agreement by the parties to determine that the Assets are being valued as mutually agreed upon and the Liabilities of the Acquired Fund are being correctly determined in order to continue accordance paragraph 1.2 of this Agreement. The Acquired Fund (or its operations representative) will deliver at the Closing (a) a statement of Assets and Liabilities of the Acquired Fund as of the Valuation Date and (b) a list of the Acquired Fund’s Assets as of the Closing Date showing the tax costs of each of its assets by lot and the holding periods of such Assets, certified by the Treasurer or Assistant Treasurer of the Acquired Fund. 5.6 The Acquired Fund agrees that the liquidation of the Acquired Fund described in Section 1.3 of this Agreement will be effected in the manner provided in the Acquired Fund Trust’s Declaration of Trust and By-Laws and in accordance with applicable law, and that on and after the Closing Date, the Acquired Fund shall not conduct any business except in connection with its liquidation, dissolution and termination. 5.7 It is the intention of the parties that the Reorganization contemplated by this Agreement will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code. None of the parties to this Agreement shall take any action or cause any action to be taken (including, without limitation the filing of any tax return) that is inconsistent with such treatment or results in the failure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code. As promptly as practicable, the Acquired Fund shall furnish to the Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring Fund, a statement of the earnings and profits of the Acquired Fund for U.S. federal income tax purposes, as well as any capital loss carryovers and items that the Acquiring Fund will succeed to and take into account as a result of Section 381 of the Code. 5.8 The Acquiring Fund and the Acquired Fund will each use commercially reasonable efforts to fulfill or obtain the fulfillment of the conditions precedent to consummate and make effective in the most expeditious manner practicable the Reorganization contemplated by this Agreement. The Acquiring Fund and the Acquired Fund shall each use commercially reasonable efforts to make its officers available upon reasonable notice at reasonable times to provide explanation, as may reasonably be necessary, of any documents or information provided under this Agreement to the extent such officer is familiar with such documents or information. 5.9 The Acquired Fund (or its representative) and the Acquiring Fund (or its representative) will execute and deliver or cause to be executed and delivered all such assignments and other instruments and will take or cause to be taken such further action as may be necessary, proper or advisable in order to vest in and confirm (a) the Acquired Fund’s title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) the Acquiring Fund’s title to and possession of all the Assets. 5.10 The Acquiring Fund and the Acquired Fund will satisfy any obligations to deliver statements setting forth the then current valuation of the Assets, along with supporting documentation in reasonable detail after the date of this Agreement as mutually agreed upon in writing and any disputes will be resolved in good faith and addressed as mutually agreed upon in writing.

Covenants of the Parties. 5.1 The Selling Fund and the Acquiring Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business may include customary dividends, distributions, subscriptions and redemptions. 5.2 The Acquiring Fund will prepare a Combined Information Statement/Prospectus, to be included in a Registration Statement on Form N-14 (the “Registration Statement”), which the Acquiring Fund will prepare and file for registration under the 1933 Act, 9.1 Upon delivery of the Merger Shares to be distributed to the Selling Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements Notice of the 1933 ActExercise, the Securities Exchange Act of 1934, as amended, and the 1940 Act. The Selling Fund will provide the Acquiring Fund with information reasonably requested for the preparation of the Registration Statement. Without limiting the foregoing, the Selling Trust and the Selling Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of Selling Fund Shares. 5.3 The Selling Fund will deliver to each of its shareholders of record a copy of the Combined Information Statement/Prospectus promptly after it is finalized and the Registration Statement becomes effective with the Commission. 5.4 Subject to the provisions of this Agreement, the Acquiring Fund and the Selling Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and Shareholders shall forthwith make effective the transactions contemplated by this Agreement, including any actions required to be taken after the Closing Date. Without limitation of the foregoing, the Acquiring Fund will use all reasonable efforts to obtain seek the approvals Conversion and authorizations thus the FIE business license and deliver of such FIE business license to be within the time limitations pursuant to Paragraph 4.4. 9.2 Upon attaining Approval and the FIE business license and subsequent transfer of the Trust Funds equivalent to the Conversion Price, the Shareholders shall make the necessary filings and take all necessary steps to register the ownership of the amount as stated in the Notice of Exercise in the name of PPI with the appropriate Government Authorities. 9.3 Following execution of this Agreement and during the Agreed Period, and the extensions thereto, no Shareholder will allow or permit any mortgage, pledge, lien, charge or other encumbrance to attach, effect or encumber the PUC without the prior written consent of PPI, nor will any Shareholder sell, transfer, assign or otherwise dispose of any PUC held by it except in accordance with the terms of this Agreement. 9.4 No Shareholder shall permit any subdivision, consolidation, redivision or change of the PUC, including without limitation, any increase in the PUC of Coal Group and Heat Power, at any time during the Agreed Period and extensions thereof, into a greater or lesser amount of the PUC, unless mutually agreed to by the parties hereto, and if such is permitted, the price at which PPI agrees to purchase the PUC from the Shareholder shall be adjusted to reflect such subdivision, consolidation, redivision or change of the PUC. 9.5 The Shareholders shall ensure that Coal Group and Heat Power prepare financial statements from time to time, as required by PRC law and the 1933 Actabove companies’ constating documents, and will ensure that all such financial statements are immediately provided to the U.S appointed external auditor (the “External Auditor”) appointed by PPI or any of its parent or affiliated companies, including, without limitation, CEC. 9.6 Unless PPI or any of its parent or affiliated companies, including, without limitation, CEC, instructs the Shareholders otherwise, the 1940 Act, Shareholders shall ensure that Coal Group and such Heat Power comply with all recommendations of the state securities or blue sky laws as it may deem appropriate External Auditor in order to continue its operations after matters affecting the Closing Dateinternal financial controls and financial accounting records of the companies.

Covenants of the Parties. 5.1 The Selling Fund (a) In the event that the Option is exercised by DCC, then each of DCC and AWS Alaska covenants and agrees that it will fully cooperate with the Acquiring Fund each will operate its business in other, and do all things reasonably necessary to assist the ordinary course between other to make such filings required by FCC Law with regard to FCC Authorizations held by the Cordova Partnership, as soon ▇▇ ▇▇▇cticable after the date hereof the Option is exercised, including, without limitation, the furnishing of financial and other information specifically with respect to DCC, AWS or AWS Alaska, as the Closing Datecase may be, it reasonably required by the person whose consent or approval is being understood that such ordinary course of business may include customary dividends, distributions, subscriptions and redemptions. 5.2 The Acquiring Fund will prepare a Combined Information Statement/Prospectus, to be included in a Registration Statement on Form N-14 sought. Each party (the “Registration Statement”), which the Acquiring Fund will prepare and file for registration under the 1933 Act, of the Merger Shares "Notifying Party") shall use all commercially reasonable efforts to be distributed provide adequate prior written notice to the Selling Fund’s shareholders pursuant hereto, all in compliance other (the "Notified Party") of any meeting with Governmental Authorities the applicable requirements purpose of which is to seek a consent or approval to the 1933 Act, the Securities Exchange Act of 1934, as amendedtransactions contemplated hereby or resulting from any notice being filed, and the 1940 Act. The Selling Fund will provide Notified Party shall have the Acquiring Fund right to attend all such meetings with information reasonably requested appropriate Governmental Authorities for the preparation purpose of obtaining such consents or approvals and responding to issues resulting from the filing of a notice. DCC hereby agrees to file the necessary applications and other filings with the FCC seeking consent to the assignment of the Registration Statement. Without limiting the foregoing, the Selling Trust and the Selling Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of Selling Fund Shares. 5.3 The Selling Fund will deliver Cordova Interest to each of its shareholders of record a copy of the Combined Information Statement/Prospectus promptly after it is finalized and the Registration Statement becomes effective with the Commission. 5.4 Subject to the provisions of this Agreement, the Acquiring Fund and the Selling Fund will each take, or cause to be taken, all actionDCC, and do or cause to be done, ▇▇ ▇▇▇e for all things reasonably necessary, proper or advisable to consummate and make effective other necessary regulatory approvals for the consummation of the transactions contemplated by this Agreement, including within 15 business days following the exercise of the Option, and to diligently pursue the processing of any such applications and filings before the FCC and other applicable Governmental Authorities. AWS and AWS Alaska agree to take all commercially reasonable actions required to cause CWC, as the managing partner of the Cordova Partnership, to file ▇▇▇ ▇▇cessary applications and other filings with the FCC seeking consent to the assignment of the Cordova Interest to DCC, and ▇▇ ▇▇▇e for all other necessary regulatory approvals for the consummation of the transactions contemplated by this Agreement, within 15 business days following the exercise of the Option, and to diligently pursue the processing of any such applications and filings before the FCC and other applicable Governmental Authorities. Neither party shall take any action or fail to take any action if such act or omission is likely to cause a delay in, or the FCC not to grant its consent to, the assignment of the FCC Authorizations contemplated hereby, it being understood that if any petition to deny is filed against the transfer of the FCC Authorizations principally by reason of the qualifications of only one of the parties to this transaction, then it shall be taken after the primary responsibility of such party to defend against any allegations in such petition. DCC and AWS Alaska shall each pay their own filing fees in connection with any filings pursuant to this Section 6(a). (b) Prior to the Closing Date. Without limitation , (i) AWS shall perform in all material respects its obligations under its roaming agreement with the Cordova Partnership and main▇▇▇▇ ▇▇ accordance with past practices its roaming relationship with the Cordova Partnership, except ▇▇ ▇▇▇▇rwise required by Law, provided that the Cordova Partnership has comp▇▇▇▇ ▇▇ all material respects with its obligations under the roaming agreement; (ii) AWS Alaska shall perform in all material respects its obligations under the Partnership Agreement, including the payment of (x) all capital calls made prior to the Option Expiration Date, and (y) all capital calls made thereafter but prior to the Closing Date consistent with past practice of the foregoing, the Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and such of the state securities or blue sky laws as it may deem appropriate in order to continue its operations after the Closing Date.Cordova Partnership; *

Covenants of the Parties. 5.1 5.1. The Selling Acquired Fund and the Acquiring Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that that, such ordinary course of business may will include purchases and sales of portfolio securities, sales and redemptions of fund shares, and regular and customary dividends, periodic dividends and distributions, subscriptions and redemptions. 5.2 5.2. The Trust on behalf of the Acquired Fund will call a meeting of the Acquired Fund shareholders as soon as practicable after the date of filing the Registration Statement to be held prior to the Closing Date to consider and act upon this Agreement, including the sale of all of its assets to, and the assumption of all of its liabilities by, the Acquiring Fund as herein provided, and authorizing the liquidation of the Acquired Fund. The Trust on behalf of the Acquired Fund will take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with the Acquired Fund shareholders’ meeting referred to in Section 5.2, the Trust on behalf of the Acquiring Fund and the Acquired Fund will prepare a Combined Information Statement/Prospectus, to be included in a the Registration Statement on Form N-14 (the “Registration Statement”)and Prospectus/Proxy Statement for such meeting, which the Acquiring Fund Trust will prepare and file for the registration under the 1933 Act, Act of the Merger Acquiring Fund Shares to be distributed to the Selling Fund’s Acquired Fund shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the Securities Exchange 1934 Act of 1934, as amended, and the 1940 Act. 5.4. The Selling Acquired Fund will provide and the Acquiring Fund will cooperate with each other, and each will furnish to the other the information reasonably requested for relating to itself required by the preparation of 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Selling Trust and the Selling Acquired Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of Selling Acquired Fund Shares. 5.3 The Selling Fund will deliver to each of its shareholders of record a copy of the Combined Information Statement/Prospectus 5.5. As promptly after it is finalized and the Registration Statement becomes effective with the Commission. 5.4 Subject to the provisions of this Agreementas practicable, the Acquiring Fund and the Selling Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including but in any actions required to be taken case within sixty days after the Closing Date. Without limitation , the Acquired Fund shall furnish the Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring Fund, a statement of the foregoingearnings and profits of the Acquired Fund for federal income tax purposes that will be carried over by the Acquiring Fund as a result of Section 381 of the Code, and which will be reviewed by PricewaterhouseCoopers LLP and certified by the Trust’s President and Treasurer. 5.6. The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, Act and such of the state securities or blue sky laws as it may deem appropriate in order to continue its operations after the Closing Date. 5.7. The Acquired Fund agrees that the liquidation of the Acquired Fund will be effected in the manner provided in the Declaration of Trust and Bylaws in accordance with applicable law, and that on and after the Closing Date, the Acquired Fund shall not conduct any business except in connection with its liquidation.

Covenants of the Parties. 5.1 5.1. The Selling Acquired Fund and the Acquiring Fund Company each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business may will include purchases and sales of portfolio securities, sales and redemptions of fund shares, and regular and customary dividends, periodic dividends and distributions, subscriptions and redemptions. 5.2 5.2. The Trust will call a meeting of the Acquired Fund shareholders to be held prior to the Closing Date to consider and act upon this Agreement and the transactions contemplated herein, including the liquidation of the Acquired Fund, and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with the Acquired Fund shareholders’ meeting referred to in Section 5.2, the Acquiring Fund Company will prepare a Combined Information Statement/Prospectus, to be included in a the Registration Statement on Form N-14 (the “Registration Statement”)and Prospectus/Proxy Statement for such meeting, which the Acquiring Fund Company will prepare and file for the registration under the 1933 Act, Act of the Merger Acquiring Company Shares to be distributed to the Selling Fund’s Acquired Fund shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the Securities Exchange 1934 Act of 1934, as amended, and the 1940 Act. 5.4. The Selling Fund will provide Each of the Trust and the Acquiring Fund Company will cooperate with the others, and each will furnish to the others the information reasonably requested for relating to itself required by the preparation of 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Selling Trust and the Selling Acquired Fund will assist the Acquiring Fund Company in obtaining such information as the Acquiring Fund Company reasonably requests concerning the beneficial ownership of Selling Acquired Fund Sharesshares. 5.3 The Selling Fund will deliver to each of its shareholders of record a copy of the Combined Information Statement/Prospectus promptly after it is finalized and the Registration Statement becomes effective with the Commission. 5.4 5.5. Subject to the provisions of this Agreement, the Acquiring Fund Trust, the Acquired Fund, and the Selling Fund Acquiring Company will each take, or cause to be taken, all actionactions, and do or cause to be done, all things things, reasonably necessary, proper or advisable to cause the conditions to the other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective the transactions contemplated by this Agreementsuch transactions. 5.6. As promptly as practicable, including but in any actions required to be taken case within sixty days after the Closing Date. Without limitation , the Acquired Fund shall furnish the Acquiring Company, in such form as is reasonably satisfactory to the Acquiring Company, a statement of the foregoing, earnings and profits of the Acquired Fund for federal income tax purposes that will be carried over by the Acquiring Fund Company as a result of Section 381 of the Code, and which will be certified by the Trust’s President and Treasurer. 5.7. The Acquiring Company will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, Act and such of the state securities or blue sky Blue Sky laws as it may deem appropriate in order to continue its operations after the Closing Date. 5.8. The Trust and the Acquired Fund agree that the liquidation and termination of the Acquired Fund will be effected in the manner provided in the Trust’s declaration of trust and code of regulations in accordance with applicable law and that on and after the Closing Date, the Acquired Fund shall not conduct any business except in connection with its liquidation and termination. 5.9. The Acquiring Company covenants and agrees not to amend the Expense Limitation Agreement (as defined below) in any manner that is adverse to shareholders of the Acquiring Company.

Covenants of the Parties. 5.1 The Selling 5.1. Each of the Acquired Fund and the Acquiring Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business may will include purchases and sales of portfolio securities, sales and redemptions of fund shares, and regular and customary dividends, periodic dividends and distributions, subscriptions and redemptions. 5.2 5.2. The Trust on behalf of the Acquired Fund will call a meeting of the Acquired Fund Shareholders as soon as practicable after the date of filing the Registration Statement to be held prior to the Closing Date to consider and act upon this Agreement, including the sale of all of its assets to, and the assumption of all of its liabilities by, the Acquiring Fund as herein provided, and authorizing the liquidation of the Acquired Fund. The Trust on behalf of the Acquired Fund will take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with the Acquired Fund Shareholders’ meeting referred to in Section 5.2, the Trust on behalf of the Acquiring Fund and the Acquired Fund will prepare a Combined Information Statement/Prospectus, to be included in a the Registration Statement on Form N-14 (the “Registration Statement”)and Prospectus/Proxy Statement for such meeting, which the Acquiring Fund Trust will prepare and file for the registration under the 1933 Act, Act of the Merger Acquiring Fund Shares to be distributed to the Selling Fund’s shareholders Acquired Fund Shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the Securities Exchange 1934 Act of 1934, as amended, and the 1940 Act. 5.4. The Selling Acquired Fund will provide and the Acquiring Fund will cooperate with each other, and each will furnish to the other the information reasonably requested for relating to itself required by the preparation of 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Selling Trust and the Selling Acquired Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of Selling Acquired Fund Shares. 5.3 The Selling Fund will deliver to each of its shareholders of record a copy of the Combined Information Statement/Prospectus 5.5. As promptly after it is finalized and the Registration Statement becomes effective with the Commission. 5.4 Subject to the provisions of this Agreementas practicable, the Acquiring Fund and the Selling Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including but in any actions required to be taken case within sixty days after the Closing Date. Without limitation , the Acquired Fund shall furnish the Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring Fund, a statement of the foregoingearnings and profits and capital loss carryovers of the Acquired Fund for federal income tax purposes that will be carried over by the Acquiring Fund as a result of Section 381 of the Code, and which will be reviewed by PricewaterhouseCoopers LLP and certified by the Trust’s President and Treasurer. 5.6. The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, Act and such of the state securities or blue sky laws as it may deem appropriate in order to continue its operations after the Closing Date. 5.7. The Acquired Fund agrees that the liquidation of the Acquired Fund will be effected in the manner provided in the Declaration of Trust and Bylaws in accordance with applicable law, and that on and after the Closing Date, the Acquired Fund shall not conduct any business except in connection with its liquidation.

Covenants of the Parties. 5.1 The Selling Fund and the Acquiring Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business may include customary dividends, distributions, subscriptions and redemptions. 5.2 The Acquiring Fund will prepare a Combined Information Statement/Prospectus, to be included in a Registration Statement on Form N-14 (the “Registration Statement”), which the Acquiring Fund will prepare and file for registration under the 1933 Act, Each of the Merger Shares to be distributed to the Selling Fund’s shareholders pursuant hereto, parties agrees that at all in compliance times it will cooperate fully with the applicable requirements other parties to endeavor to bring to full fruition the objectives of the 1933 Act, the Securities Exchange Act of 1934, as amendedthis Forbearance Agreement, and the 1940 Act. The Selling Fund will provide the Acquiring Fund with information reasonably requested for the preparation of the Registration Statement. Without limiting the foregoing, the Selling Trust and the Selling Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of Selling Fund Shares. 5.3 The Selling Fund will deliver to each of its shareholders of record a copy of the Combined Information Statement/Prospectus promptly after it is finalized and the Registration Statement becomes effective with the Commission. 5.4 Subject to the provisions of this Agreement, the Acquiring Fund and the Selling Fund will each take, or cause to be taken, at all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective times regarding the transactions contemplated by this Forbearance Agreement act in good faith and take such actions as may be necessary or appropriate to effect fully the provisions of this Forbearance Agreement, including except that no party shall be required hereby to take any actions required unlawful act, or to be taken after the Closing Dateact contrary to public policy or to that party's established institutional policies or guidelines. Without limitation limiting the generality of the foregoing, each of the Acquiring Fund will parties agrees to use all reasonable commercial efforts to obtain cause their appropriate respective affiliates in turn to cause DNN to adopt any and all appropriate resolutions. 5.2 During the approvals and authorizations required period extending from the date on which the NSC interests in the DNN facility are acquired through the close of business on December 31, 2002, neither NAC nor Dofasco will allow their respective nominees to the board of directors of DNN to increase the amount of capital expenditures not already budgeted by the 1933 ActDNN board of directors or in the annual budget for the DNN facility which would be expensed during such period without the prior written consent of NSC, the 1940 Act, and such which consent shall not be unreasonably withheld. 5.3 NSC shall pay against receipt of appropriate documentation therefor 50% of the state securities or blue sky laws fees and costs of an outside contractor reasonably acceptable to NSC retained by DNN, as it may deem appropriate processor for the Facilities (as defined in order the TPA), for the sole purpose of enabling DNN to continue perform its operations after obligations to NSC set forth in a Line Access Agreement dated the Closing Datedate of this Forbearance Agreement among DNN, NSC, NAC and Dofasco within 30 days of being invoiced for such fees and costs by DNN. The balance of such fees and costs shall be payable by NAC and the maximum aggregate amount payable by NSC under this section 5.3 shall be CN$50,000.