Common use of CLOSING AND CLOSING DATE Clause in Contracts

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be on or about [•], 2023, or any such other date as the parties may agree. The Closing shall be held at the offices of the [Aristotle Trust] (or such other place as the parties may agree), at such time as the parties may agree. The Closing shall be effective as of [9:00 a.m., Eastern time], on the Closing Date. 3.2. The portfolio securities of each Acquired Fund shall be made available by the Acquired Fund to U.S. Bank National Association, the custodian for the Acquiring Funds (the “Custodian”), for examination no later than five business days preceding the Valuation Date. On the Closing Date, the portfolio securities, cash and other remaining Assets, if any, of each Acquired Fund shall be delivered by the Pacific Funds Trust to the Custodian for the account of the Corresponding Acquiring Fund, such portfolio securities to be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”). The cash delivered shall be transferred to the account of the Corresponding Acquiring Fund at the Custodian in a manner acceptable to the Aristotle Trust. PLFA shall be responsible for paying any and all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps and/or financial transaction taxes. Neither Pacific Funds Trust nor any Acquired Fund shall be responsible for the payment of any such taxes or fees. 3.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted, in a manner set forth in an Acquiring Fund’s then current prospectus, so that accurate appraisal of the values of the net assets of the Acquired Funds is impracticable, the Valuation Date and the Closing Date shall each occur as soon as practicable after trading shall have been fully resumed and reporting shall have been restored as the parties hereto may agree; provided that if trading shall not be fully resumed and reporting restored within three business days after the original Valuation Date, this Agreement may be terminated by either of the Pacific Funds Trust or the Aristotle Trust upon the giving of written notice to the other party. 3.4. Prior to close of business on the Closing Date, the Pacific Funds Trust or its transfer agent shall deliver to the Aristotle Trust or its designated agent a list of the names and addresses of the Acquired Fund Shareholders and the number of outstanding shares of each Acquired Fund owned by each Acquired Fund Shareholder, all as of the close of business on the Valuation Date, certified by any duly elected officer of Pacific Funds Trust on behalf of each Acquired Fund. The Acquiring Fund Shares issuable pursuant to Section 1.1 shall promptly be credited by the Corresponding Acquiring Fund to the Corresponding Acquired Fund’s account on the books of the Corresponding Acquiring Fund. On the Liquidation Date, the Aristotle Trust will provide to the Pacific Funds Trust evidence reasonably satisfactory to the Pacific Funds Trust that such Acquiring Fund Shares have been credited pro rata, to open accounts in the names of Acquired Fund Shareholders as provided in Section 1.3. 3.5. At the Closing, each party shall deliver to the other such bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by Section 1.

CLOSING AND CLOSING DATE. 3.1. 4.1 The Closing Date shall be on such date or about [•], 2023, or any such other later date as the parties officers of the Acquiring Company and the Target Company may mutually agree. The Closing shall be held at the offices of the [Aristotle Trust] Columbia Threadneedle’s offices, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (or such other place or virtually as the parties officers of the Acquiring Company and the Target Company may mutually agree), at such time as immediately following the parties may agreeclose of the New York Stock Exchange on the Closing Date. The Closing shall be effective as of [9:00 a.m.Unless otherwise specified, Eastern time]all actions occurring, or representations and warranties made, on the Closing DateDate are effective and made as of the Closing. 3.2. The portfolio securities 4.2 As of the Closing, each Acquired Fund shall be made available by Target Fund’s assets, including without limitation all the Acquired Fund to U.S. Bank National Association, the custodian for the Acquiring Funds (the “Custodian”), for examination no later than five business days preceding the Valuation Date. On the Closing Date, the portfolio securities, Target Fund’s cash and other remaining AssetsInvestments, if any, of each Acquired Fund shall be delivered by the Pacific Funds Trust Target Fund to the Custodian custodian for the account of the Corresponding corresponding Acquiring Fund, such portfolio securities to . All Investments so delivered shall be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities Investments held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Custodian custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company 1940 Act of 1940, as amended (and accompanied by all necessary federal and state stock transfer stamps or a check for the “1940 Act”)appropriate purchase price thereof. The cash delivered shall be transferred in the form of currency or certified or official bank checks, payable to the account order of the Corresponding “[Custodian], custodian for [Acquiring Fund at the Custodian in a manner acceptable to the Aristotle Trust. PLFA shall be responsible for paying any and all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps and/or financial transaction taxes. Neither Pacific Funds Trust nor any Acquired Fund shall be responsible for the payment of any such taxes or feesFund].” 3.3. 4.3 In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted, in a manner set forth in an Acquiring Fund’s then current prospectus, disrupted so that accurate appraisal of the values value of the net assets of each Target Fund or the Acquired Funds corresponding Acquiring Fund is impracticable, the Valuation Date and the Closing Date shall each occur as soon as practicable be postponed until the first business day after the day on which trading shall have been fully resumed and reporting shall have been restored as the parties hereto may agreerestored; provided that if trading shall not be fully resumed and reporting restored within three business days after of the original Valuation Date, this Agreement may be terminated by either the Target Company, on behalf of a Target Fund, or the Acquiring Company, on behalf of the Pacific Funds Trust or the Aristotle Trust corresponding Acquiring Fund, upon the giving of written notice to the other party. 3.4. Prior to close of business on 4.4 At the Closing Dateor as soon as practicable thereafter, the Pacific Funds Trust each Target Fund or its transfer agent shall deliver to the Aristotle Trust corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Acquired Fund Shareholders Target Fund’s shareholders and the number of outstanding shares of each Acquired class of the Target Fund owned by each Acquired Target Fund Shareholdershareholder, and indicating the number, if any, of such shares represented by an outstanding share certificate, all as of the close of business on the Valuation Date. On the Closing Date, certified by any duly elected officer of Pacific Funds Trust on behalf of each Acquired Fund. The the Acquiring Fund will provide to the Target Fund evidence satisfactory to the Target Fund that the Acquisition Shares issuable pursuant to Section 1.1 shall promptly be paragraph 2.1 have been credited by the Corresponding Acquiring Fund to the Corresponding Acquired Target Fund’s account on the books of the Corresponding Acquiring Fund. On the Liquidation Date, the Aristotle Trust each Acquiring Fund will provide to the Pacific Funds Trust corresponding Target Fund evidence reasonably satisfactory to the Pacific Funds Trust Target Fund that such Acquiring Fund Acquisition Shares have been credited pro rata, to open accounts in the names of Acquired Fund Shareholders the Target Fund’s shareholders as provided in Section 1.3paragraph 2.4. 3.5. 4.5 At the Closing, each party shall deliver to the other such bills of sale, instruments of assumption of liabilitiesObligations, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities Obligations and liquidation contemplated by Section 1article 2.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be on or about [•]November 10, 20232007, or any such other date as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time. The Closing shall be held at the offices of the [Aristotle Trust] (Acquiring Fund or at such other time and/or place as the parties may agree), at such time as the parties may agree. The Closing shall be effective as of [9:00 a.m., Eastern time], on the Closing Date. 3.2. The portfolio securities of each Acquired Fund shall be made available by direct the Bank of New York Company, Inc., as custodian for the Acquired Fund to U.S. Bank National Association, the custodian for the Acquiring Funds (the “Custodian”), to deliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets shall have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date; and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to the custodian for the Acquiring Fund no later than five business days preceding the Valuation Date. On the Closing Date, the portfolio securities, cash and other remaining Assets, if any, of each Acquired Fund shall be transferred and delivered by the Pacific Funds Trust to Acquired Fund as of the Custodian Closing Date for the account of the Corresponding Acquiring Fund, such portfolio securities to be Fund duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account customary practices of the Custodian and any securities depository (as defined in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Acquired Fund’s Assets are deposited, the Acquired Fund’s portfolio securities and instruments deposited with such depositories. The cash delivered shall to be transferred to by the account of the Corresponding Acquiring Fund at the Custodian in a manner acceptable to the Aristotle Trust. PLFA shall be responsible for paying any and all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps and/or financial transaction taxes. Neither Pacific Funds Trust nor any Acquired Fund shall be responsible for delivered by wire transfer of federal funds on the payment of any such taxes or feesClosing Date. 3.3. The Acquired Fund shall direct DST Systems, Inc. (the “Transfer Agent”), on behalf of the Acquired Fund, to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Class A, Class I, and Class S shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Acquiring Fund, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund shall be closed to trading or trading thereon thereupon shall be restricted, or (b) trading or the reporting of trading on the New York Stock such Exchange or elsewhere shall be disrupteddisrupted so that, in a manner set forth in an the judgment of the Board of Directors of the Acquired Fund or the Board of Directors of the Acquiring Fund’s then current prospectus, so that accurate appraisal of the values value of the net assets of the Acquiring Fund or the Acquired Funds Fund is impracticable, the Valuation Date and the Closing Date shall each occur as soon as practicable be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored as the parties hereto may agree; provided that if trading shall not be fully resumed and reporting restored within three business days after the original Valuation Date, this Agreement may be terminated by either of the Pacific Funds Trust or the Aristotle Trust upon the giving of written notice to the other partyrestored. 3.4. Prior to close of business on the Closing Date, the Pacific Funds Trust or its transfer agent shall deliver to the Aristotle Trust or its designated agent a list of the names and addresses of the Acquired Fund Shareholders and the number of outstanding shares of each Acquired Fund owned by each Acquired Fund Shareholder, all as of the close of business on the Valuation Date, certified by any duly elected officer of Pacific Funds Trust on behalf of each Acquired Fund. The Acquiring Fund Shares issuable pursuant to Section 1.1 shall promptly be credited by the Corresponding Acquiring Fund to the Corresponding Acquired Fund’s account on the books of the Corresponding Acquiring Fund. On the Liquidation Date, the Aristotle Trust will provide to the Pacific Funds Trust evidence reasonably satisfactory to the Pacific Funds Trust that such Acquiring Fund Shares have been credited pro rata, to open accounts in the names of Acquired Fund Shareholders as provided in Section 1.3. 3.5. At the Closing, each party shall deliver to the other such bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by Section 1.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be on or about [•]November 10, 20232007, or any such other date as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m., Eastern Time. The Closing shall be held at the offices of the [Aristotle Trust] (Acquiring Portfolio or at such other time and/or place as the parties may agree), at such time as the parties may agree. The Closing shall be effective as of [9:00 a.m., Eastern time], on the Closing Date. 3.2. The portfolio securities Acquired Portfolio shall direct the Bank of each Acquired Fund shall be made available by the Acquired Fund to U.S. Bank National AssociationNew York Company, the Inc., as custodian for the Acquiring Funds Acquired Portfolio (the “Custodian”), to deliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets shall have been delivered in proper form to the Acquiring Portfolio within two business days prior to or on the Closing Date; and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Portfolio’s portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to the custodian for the Acquiring Portfolio no later than five business days preceding the Valuation Date. On the Closing Date, the portfolio securities, cash and other remaining Assets, if any, of each Acquired Fund shall be transferred and delivered by the Pacific Funds Trust to Acquired Portfolio as of the Custodian Closing Date for the account of the Corresponding Acquiring Fund, such portfolio securities to be Portfolio duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account customary practices of the Custodian and any securities depository (as defined in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Acquired Portfolio’s Assets are deposited, the Acquired Portfolio’s portfolio securities and instruments deposited with such depositories. The cash delivered to be transferred by the Acquired Portfolio shall be transferred to delivered by wire transfer of federal funds on the account of the Corresponding Acquiring Fund at the Custodian in a manner acceptable to the Aristotle Trust. PLFA shall be responsible for paying any and all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps and/or financial transaction taxes. Neither Pacific Funds Trust nor any Acquired Fund shall be responsible for the payment of any such taxes or feesClosing Date. 3.3. The Acquired Portfolio shall direct DST Systems, Inc. (the “Transfer Agent”), on behalf of the Acquired Portfolio, to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Portfolio Shareholders and the number and percentage ownership of outstanding ADV Class, Class I, and Class S shares owned by each such shareholder immediately prior to the Closing. The Acquiring Portfolio shall issue and deliver a confirmation evidencing the Acquiring Portfolio Shares to be credited on the Closing Date to the Secretary of the Acquiring Portfolio, or provide evidence satisfactory to the Acquired Portfolio that such Acquiring Portfolio Shares have been credited to the Acquired Portfolio’s account on the books of the Acquiring Portfolio. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Portfolio or the Acquired Portfolio shall be closed to trading or trading thereon thereupon shall be restricted, or (b) trading or the reporting of trading on the New York Stock such Exchange or elsewhere shall be disrupteddisrupted so that, in a manner set forth in an the judgment of the Board of Directors of the Acquired Portfolio or the Board of Trustees of the Acquiring Fund’s then current prospectusPortfolio, so that accurate appraisal of the values value of the net assets of the Acquiring Portfolio or the Acquired Funds Portfolio is impracticable, the Valuation Date and the Closing Date shall each occur as soon as practicable be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored as the parties hereto may agree; provided that if trading shall not be fully resumed and reporting restored within three business days after the original Valuation Date, this Agreement may be terminated by either of the Pacific Funds Trust or the Aristotle Trust upon the giving of written notice to the other partyrestored. 3.4. Prior to close of business on the Closing Date, the Pacific Funds Trust or its transfer agent shall deliver to the Aristotle Trust or its designated agent a list of the names and addresses of the Acquired Fund Shareholders and the number of outstanding shares of each Acquired Fund owned by each Acquired Fund Shareholder, all as of the close of business on the Valuation Date, certified by any duly elected officer of Pacific Funds Trust on behalf of each Acquired Fund. The Acquiring Fund Shares issuable pursuant to Section 1.1 shall promptly be credited by the Corresponding Acquiring Fund to the Corresponding Acquired Fund’s account on the books of the Corresponding Acquiring Fund. On the Liquidation Date, the Aristotle Trust will provide to the Pacific Funds Trust evidence reasonably satisfactory to the Pacific Funds Trust that such Acquiring Fund Shares have been credited pro rata, to open accounts in the names of Acquired Fund Shareholders as provided in Section 1.3. 3.5. At the Closing, each party shall deliver to the other such bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by Section 1.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be on or about [•]November 10, 20232007, or any such other date as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time. The Closing shall be held at the offices of the [Aristotle Trust] (Acquiring Fund or at such other time and/or place as the parties may agree), at such time as the parties may agree. The Closing shall be effective as of [9:00 a.m., Eastern time], on the Closing Date. 3.2. The portfolio securities of each Acquired Fund shall be made available by direct the Bank of New York Company, Inc., as custodian for the Acquired Fund to U.S. Bank National Association, the custodian for the Acquiring Funds (the “Custodian”), to deliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets shall have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date; and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to the custodian for the Acquiring Fund no later than five business days preceding the Valuation Date. On the Closing Date, the portfolio securities, cash and other remaining Assets, if any, of each Acquired Fund shall be transferred and delivered by the Pacific Funds Trust to Acquired Fund as of the Custodian Closing Date for the account of the Corresponding Acquiring Fund, such portfolio securities to be Fund duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account customary practices of the Custodian and any securities depository (as defined in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Acquired Fund’s Assets are deposited, the Acquired Fund’s portfolio securities and instruments deposited with such depositories. The cash delivered shall to be transferred to by the account of the Corresponding Acquiring Fund at the Custodian in a manner acceptable to the Aristotle Trust. PLFA shall be responsible for paying any and all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps and/or financial transaction taxes. Neither Pacific Funds Trust nor any Acquired Fund shall be responsible for delivered by wire transfer of federal funds on the payment of any such taxes or feesClosing Date. 3.3. The Acquired Fund shall direct DST Systems, Inc. (the “Transfer Agent”), on behalf of the Acquired Fund, to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Class I, and Class S shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Acquiring Fund, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund shall be closed to trading or trading thereon thereupon shall be restricted, or (b) trading or the reporting of trading on the New York Stock such Exchange or elsewhere shall be disrupteddisrupted so that, in a manner set forth in an the judgment of the Board of Directors of the Acquired Fund or the Board of Directors of the Acquiring Fund’s then current prospectus, so that accurate appraisal of the values value of the net assets of the Acquiring Fund or the Acquired Funds Fund is impracticable, the Valuation Date and the Closing Date shall each occur as soon as practicable be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored as the parties hereto may agree; provided that if trading shall not be fully resumed and reporting restored within three business days after the original Valuation Date, this Agreement may be terminated by either of the Pacific Funds Trust or the Aristotle Trust upon the giving of written notice to the other partyrestored. 3.4. Prior to close of business on the Closing Date, the Pacific Funds Trust or its transfer agent shall deliver to the Aristotle Trust or its designated agent a list of the names and addresses of the Acquired Fund Shareholders and the number of outstanding shares of each Acquired Fund owned by each Acquired Fund Shareholder, all as of the close of business on the Valuation Date, certified by any duly elected officer of Pacific Funds Trust on behalf of each Acquired Fund. The Acquiring Fund Shares issuable pursuant to Section 1.1 shall promptly be credited by the Corresponding Acquiring Fund to the Corresponding Acquired Fund’s account on the books of the Corresponding Acquiring Fund. On the Liquidation Date, the Aristotle Trust will provide to the Pacific Funds Trust evidence reasonably satisfactory to the Pacific Funds Trust that such Acquiring Fund Shares have been credited pro rata, to open accounts in the names of Acquired Fund Shareholders as provided in Section 1.3. 3.5. At the Closing, each party shall deliver to the other such bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by Section 1.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be on or about [•]May 12, 20232007, or any such other date as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m., Eastern Time. The Closing shall be held at the offices of the [Aristotle Trust] (Acquiring Fund or at such other time and/or place as the parties may agree), at such time as the parties may agree. The Closing shall be effective as of [9:00 a.m., Eastern time], on the Closing Date. 3.2. The portfolio securities of each Acquired Fund shall be made available by direct the Bank of New York, as custodian for the Acquired Fund to U.S. Bank National Association, the custodian for the Acquiring Funds (the “Custodian”), to deliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets shall have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to the custodian for the Acquiring Fund no later than five business days preceding the Valuation Date. On the Closing Date, the portfolio securities, cash and other remaining Assets, if any, of each Acquired Fund shall be transferred and delivered by the Pacific Funds Trust to Acquired Fund as of the Custodian Closing Date for the account of the Corresponding Acquiring Fund, such portfolio securities to be Fund duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account customary practices of the Custodian and any securities depository (as defined in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Acquired Fund’s Assets are deposited, the Acquired Fund’s portfolio securities and instruments deposited with such depositories. The cash delivered shall to be transferred to by the account of the Corresponding Acquiring Fund at the Custodian in a manner acceptable to the Aristotle Trust. PLFA shall be responsible for paying any and all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps and/or financial transaction taxes. Neither Pacific Funds Trust nor any Acquired Fund shall be responsible for delivered by wire transfer of federal funds on the payment of any such taxes or feesClosing Date. 3.3. The Acquired Fund shall direct DST Systems, Inc. (the “Transfer Agent”), on behalf of the Acquired Fund, to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Class A, Class B, Class C, Class I and Class Q shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Acquiring Fund, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund shall be closed to trading or trading thereon thereupon shall be restricted, or (b) trading or the reporting of trading on the New York Stock such Exchange or elsewhere shall be disrupteddisrupted so that, in a manner set forth in an Acquiring Fund’s then current prospectusthe judgment of the Board of Trustees, so that accurate appraisal of the values value of the net assets of the Acquiring Fund or the Acquired Funds Fund is impracticable, the Valuation Date and the Closing Date shall each occur as soon as practicable be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored as the parties hereto may agree; provided that if trading shall not be fully resumed and reporting restored within three business days after the original Valuation Date, this Agreement may be terminated by either of the Pacific Funds Trust or the Aristotle Trust upon the giving of written notice to the other partyrestored. 3.4. Prior to close of business on the Closing Date, the Pacific Funds Trust or its transfer agent shall deliver to the Aristotle Trust or its designated agent a list of the names and addresses of the Acquired Fund Shareholders and the number of outstanding shares of each Acquired Fund owned by each Acquired Fund Shareholder, all as of the close of business on the Valuation Date, certified by any duly elected officer of Pacific Funds Trust on behalf of each Acquired Fund. The Acquiring Fund Shares issuable pursuant to Section 1.1 shall promptly be credited by the Corresponding Acquiring Fund to the Corresponding Acquired Fund’s account on the books of the Corresponding Acquiring Fund. On the Liquidation Date, the Aristotle Trust will provide to the Pacific Funds Trust evidence reasonably satisfactory to the Pacific Funds Trust that such Acquiring Fund Shares have been credited pro rata, to open accounts in the names of Acquired Fund Shareholders as provided in Section 1.3. 3.5. At the Closing, each party shall deliver to the other such bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by Section 1.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be on or about [•[ ], 2023, or any such other date as the parties may agreeagree in writing. The Closing shall be held at the offices of the [Aristotle IMST Trust] ’s administrator, Mutual Fund Administration, LLC (or such other place as the parties may agree), at such time as the parties may agree. The Closing shall be effective as of [9:00 a.m.[ ], Eastern time], on the Closing Date. 3.2. The portfolio securities of each Acquired Fund shall be made available by the Acquired Fund to U.S. Bank National Association, the custodian for the Acquiring Funds (the “Custodian”), for examination no later than five business days preceding the Valuation Date. On the Closing Date, the portfolio securities, cash and other remaining Assets, if any, of each Acquired Fund shall be delivered by the Pacific Funds Trust IMST to the Custodian for the account of the Corresponding Acquiring Fund, such portfolio securities to be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”). The cash delivered shall be transferred to the account of the Corresponding Acquiring Fund at the Custodian in a manner acceptable to the Aristotle Funds Trust. PLFA AIS shall be responsible for paying any and all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps and/or financial transaction taxes. Neither Pacific Funds Trust IMST nor any Acquired Fund shall be responsible for the payment of any such taxes or fees. 3.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted, in a manner set forth in an Acquiring Fund’s then current prospectus, so that accurate appraisal of the values of the net assets of the Acquired Funds is impracticable, the Valuation Date and the Closing Date shall each occur as soon as practicable after trading shall have been fully resumed and reporting shall have been restored as the parties hereto may agree; provided that if trading shall not be fully resumed and reporting restored within three business days after the original Valuation Date, this Agreement may be terminated by either of the Pacific Funds Trust IMST or the Aristotle Funds Trust upon the giving of written notice to the other party. 3.4. Prior to close of business on the Closing Date, the Pacific Funds Trust IMST or its transfer agent shall deliver to the Aristotle Funds Trust or its designated agent a list of the names and addresses of the Acquired Fund Shareholders and the number of outstanding shares of each Acquired Fund owned by each Acquired Fund Shareholder, all as of the close of business on the Valuation Date, certified by any duly elected officer of Pacific Funds Trust IMST on behalf of each Acquired Fund. The Acquiring Fund Shares issuable pursuant to Section 1.1 shall promptly be credited by the Corresponding Acquiring Fund to the Corresponding Acquired Fund’s account on the books of the Corresponding Acquiring Fund. On the Liquidation Date, the Aristotle Funds Trust will provide to the Pacific Funds Trust IMST evidence reasonably satisfactory to the Pacific Funds Trust IMST that such Acquiring Fund Shares have been credited pro rata, to open accounts in the names of Acquired Fund Shareholders as provided in Section 1.3. 3.5. At the Closing, each party shall deliver to the other such bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by Section 1.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be on or about [•]February 23, 20232009, or any such other date as the parties may agree. The Closing shall be held at the offices of the [Aristotle Trust] Ropes & Xxxx LLP, Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (or such other place as the parties may agree), at such time as the parties may agree. The Closing shall be effective as of [9:00 a.m., Eastern time], on the Closing Date. 3.2. The portfolio securities of each Acquired the Value Fund shall be made available by the Acquired Value Fund to U.S. Bank National Association, the custodian for the Acquiring Funds Balanced Fund (the “"Custodian”), ") for examination no later than five the fifth business days day preceding the Valuation Date. On the Closing Date, such portfolio securities and all the portfolio securities, Value Fund's cash and other remaining Assets, if any, of each Acquired Fund shall be delivered by the Pacific Funds Trust Value Fund to the Custodian for the account of the Corresponding Acquiring Balanced Fund, such portfolio securities to be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department’s 's book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended 1940 (the “"1940 Act”)") and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be transferred in the form of currency or certified or official bank checks, payable to the account order of "State Street Bank and Trust Company, custodian for Pax World Balanced Fund." 3.3. The cash delivered by the Corresponding Acquiring Balanced Fund at pursuant to paragraph 1.1.3 shall be in the Custodian in a manner acceptable form of currency, wire or certified or official bank checks, payable to the Aristotle Trust. PLFA shall be responsible order of "State Street Bank and Trust Company, custodian for paying any and all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps and/or financial transaction taxes. Neither Pacific Funds Trust nor any Acquired Fund shall be responsible for the payment of any such taxes or feesPax World Value Fund." 3.33.4. In the event that on the Valuation Date (a) the New York Stock Exchange or other primary trading market for portfolio securities of the Value Fund (each, an "Exchange") shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock such Exchange or elsewhere shall be disrupted, in a manner set forth in an Acquiring Fund’s then current prospectus, disrupted so that accurate appraisal of the values value of the net assets of the Acquired Funds Value Fund or the Balanced Fund is impracticable, the Valuation Date and the Closing Date shall each occur as soon as practicable be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored as the parties hereto may agreerestored; provided that if trading shall not be fully resumed and reporting restored within three business days after the original Valuation Date, this Agreement may be terminated by either of the Pacific Funds Trust Value Fund or the Aristotle Trust Balanced Fund upon the giving of written notice to the other party. 3.43.5. Prior to close of business on At the Closing DateClosing, the Pacific Funds Trust Value Fund or its transfer agent shall deliver to the Aristotle Trust Balanced Fund or its designated agent a list of the names and addresses of the Acquired Fund Shareholders Value Fund's shareholders and the number of outstanding shares of each Acquired class of the Value Fund owned by each Acquired Value Fund Shareholdershareholder, all as of the close of business on the Valuation Date, certified by any duly elected officer Vice President, Secretary or Assistant Secretary of Pacific Funds Trust on behalf of each Acquired the Value Fund. The Acquiring Balanced Fund will provide to the Value Fund evidence satisfactory to the Value Fund that the Acquisition Shares issuable pursuant to Section paragraph 1.1 shall promptly be have been credited by the Corresponding Acquiring Fund to the Corresponding Acquired Value Fund’s 's account on the books of the Corresponding Acquiring Balanced Fund. On the Liquidation Date, the Aristotle Trust Balanced Fund will provide to the Pacific Funds Trust Value Fund evidence reasonably satisfactory to the Pacific Funds Trust Value Fund that such Acquiring Fund Acquisition Shares have been credited pro rata, rata to open accounts in the names of Acquired Fund Shareholders the Value Fund's shareholders as provided in Section 1.3paragraph 1.4. 3.53.6. At the Closing, each party shall deliver to the other such bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities and liquidation dissolution contemplated by Section article 1.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be on or about [•[ ], 2023, or any such other date as the parties may agreeagree in writing. The Closing shall be held at the offices of the [Aristotle IMST Trust] ’s administrator, Mutual Fund Administration, LLC (or such other place as the parties may agree), at such time as the parties may agree. The Closing shall be effective as of [9:00 a.m.[ ], Eastern time], on the Closing Date. 3.2. The portfolio securities of each Acquired Fund shall be made available by the Acquired Fund to U.S. Bank National Association, the custodian for the Acquiring Funds (the “Custodian”), for examination no later than five business days preceding the Valuation Date. On the Closing Date, the portfolio securities, cash and other remaining Assets, if any, of each Acquired Fund shall be delivered by the Pacific Funds Trust IMST to the Custodian for the account of the Corresponding Acquiring Fund, such portfolio securities to be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”). The cash delivered shall be transferred to the account of the Corresponding Acquiring Fund at the Custodian in a manner acceptable to the Aristotle Funds Trust. PLFA AIS shall be responsible for paying any and all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps and/or financial transaction taxes. Neither Pacific Funds Trust IMST nor any Acquired Fund shall be responsible for the payment of any such taxes or fees. 3.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted, in a manner set forth in an Acquiring Fund’s then current prospectus, so that accurate appraisal of the values of the net assets of the Acquired Funds or the net asset value of the Acquiring Fund Shares is impracticable, the Valuation Date and the Closing Date shall each occur as soon as practicable after trading shall have been fully resumed and reporting shall have been restored as the parties hereto may agree; provided that if trading shall not be fully resumed and reporting restored within three business days after the original Valuation Date, this Agreement may be terminated by either of the Pacific Funds Trust IMST or the Aristotle Funds Trust upon the giving of written notice to the other party. 3.4. Prior to close of business on the Closing Date, the Pacific Funds Trust IMST or its transfer agent shall deliver to the Aristotle Funds Trust or its designated agent a list of the names and addresses of the Acquired Fund Shareholders and the number of outstanding shares of each Acquired Fund owned by each Acquired Fund Shareholder, all as of the close of business on the Valuation Date, certified by any duly elected officer of Pacific Funds Trust IMST on behalf of each Acquired Fund. The Acquiring Fund Shares issuable pursuant to Section 1.1 shall promptly be credited by the Corresponding Acquiring Fund to the Corresponding Acquired Fund’s account on the books of the Corresponding Acquiring Fund. On the Liquidation Date, the Aristotle Funds Trust will provide to the Pacific Funds Trust IMST evidence reasonably satisfactory to the Pacific Funds Trust IMST that such Acquiring Fund Shares have been credited pro rata, to open accounts in the names of Acquired Fund Shareholders as provided in Section 1.3. 3.5. At the Closing, each party shall deliver to the other such bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by Section 1.. -3-

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be on or about [•[ ], 2023, or any such other date as the parties may agreeagree in writing. The Closing shall be held at the offices of the [Aristotle IMST Trust] ’s administrator, Mutual Fund Administration, LLC (or such other place as the parties may agree), at such time as the parties may agree. The Closing shall be effective as of [9:00 a.m.[ ], Eastern time], on the Closing Date. 3.2. The portfolio securities of each Acquired Fund shall be made available by the Acquired Fund to U.S. Bank National Association, the custodian for the Acquiring Funds (the “Custodian”), for examination no later than five business days preceding the Valuation Date. On the Closing Date, the portfolio securities, cash and other remaining Assets, if any, of each Acquired Fund shall be delivered by the Pacific Funds Trust IMST to the Custodian for the account of the Corresponding Acquiring Fund, such portfolio securities to be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”). The cash delivered shall be transferred to the account of the Corresponding Acquiring Fund at the Custodian in a manner acceptable to the Aristotle Funds Trust. PLFA AIS shall be responsible for paying any and all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps and/or financial transaction taxes. Neither Pacific Funds Trust IMST nor any Acquired Fund shall be responsible for the payment of any such taxes or fees. 3.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted, in a manner set forth in an Acquiring Fund’s then current prospectus, so that accurate appraisal of the values of the net assets of the Acquired Funds or the net asset value of the Acquiring Fund Shares is impracticable, the Valuation Date and the Closing Date shall each occur as soon as practicable after trading shall have been fully resumed and reporting shall have been restored as the parties hereto may agree; provided that if trading shall not be fully resumed and reporting restored within three business days after the original Valuation Date, this Agreement may be terminated by either of the Pacific Funds Trust IMST or the Aristotle Funds Trust upon the giving of written notice to the other party. 3.4. Prior to close of business on the Closing Date, the Pacific Funds Trust IMST or its transfer agent shall deliver to the Aristotle Funds Trust or its designated agent a list of the names and addresses of the Acquired Fund Shareholders and the number of outstanding shares of each Acquired Fund owned by each Acquired Fund Shareholder, all as of the close of business on the Valuation Date, certified by any duly elected officer of Pacific Funds Trust IMST on behalf of each Acquired Fund. The Acquiring Fund Shares issuable pursuant to Section 1.1 shall promptly be credited by the Corresponding Acquiring Fund to the Corresponding Acquired Fund’s account on the books of the Corresponding Acquiring Fund. On the Liquidation Date, the Aristotle Funds Trust will provide to the Pacific Funds Trust IMST evidence reasonably satisfactory to the Pacific Funds Trust IMST that such Acquiring Fund Shares have been credited pro rata, to open accounts in the names of Acquired Fund Shareholders as provided in Section 1.3. 3.5. At the Closing, each party shall deliver to the other such bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by Section 1.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be on or about [•]April 17, 2023, or any such other date as the parties may agree. The Closing shall be held at the offices of the [Aristotle Trust] Trust (or such other place as the parties may agree), at such time as the parties may agree. The Closing shall be effective as of [9:00 12:00:01 a.m., Eastern time], on the Closing Date. 3.2. The portfolio securities of each Acquired Fund shall be made available by the Acquired Fund to U.S. Bank National Association, the custodian for the Acquiring Funds (the “Custodian”), for examination no later than five business days preceding the Valuation Date. On the Closing Date, the portfolio securities, cash and other remaining Assets, if any, of each Acquired Fund shall be delivered by the Pacific Funds Trust to the Custodian for the account of the Corresponding Acquiring Fund, such portfolio securities to be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”). The cash delivered shall be transferred to the account of the Corresponding Acquiring Fund at the Custodian in a manner acceptable to the Aristotle Trust. PLFA shall be responsible for paying any and all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps and/or financial transaction taxes. Neither Pacific Funds Trust nor any Acquired Fund shall be responsible for the payment of any such taxes or fees. 3.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted, in a manner set forth in an Acquiring Fund’s then current prospectus, so that accurate appraisal of the values of the net assets of the Acquired Funds is impracticable, the Valuation Date and the Closing Date shall each occur as soon as practicable after trading shall have been fully resumed and reporting shall have been restored as the parties hereto may agree; provided that if trading shall not be fully resumed and reporting restored within three business days after the original Valuation Date, this Agreement may be terminated by either of the Pacific Funds Trust or the Aristotle Trust upon the giving of written notice to the other party. 3.4. Prior to close of business on the Closing Date, the Pacific Funds Trust or its transfer agent shall deliver to the Aristotle Trust or its designated agent a list of the names and addresses of the Acquired Fund Shareholders and the number of outstanding shares of each Acquired Fund owned by each Acquired Fund Shareholder, all as of the close of business on the Valuation Date, certified by any duly elected officer of Pacific Funds Trust on behalf of each Acquired Fund. The Acquiring Fund Shares issuable pursuant to Section 1.1 shall promptly be credited by the Corresponding Acquiring Fund to the Corresponding Acquired Fund’s account on the books of the Corresponding Acquiring Fund. On the Liquidation Date, the Aristotle Trust will provide to the Pacific Funds Trust evidence reasonably satisfactory to the Pacific Funds Trust that such Acquiring Fund Shares have been credited pro rata, to open accounts in the names of Acquired Fund Shareholders as provided in Section 1.3. 3.5. At the Closing, each party shall deliver to the other such bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by Section 1.

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be on or about [•], 2023, or any such other date as the parties may agree. The Closing shall be held at the offices of the [Aristotle Trust] (or such other place as the parties may agree), at such time as the parties may agree. The Closing shall be effective as of [9:00 a.m., Eastern time], on the Closing Date. 3.2. The portfolio securities of each Acquired Fund shall be made available by the Acquired Fund to U.S. Bank National Association, the custodian for the Acquiring Funds (the “Custodian”), for examination no later than five business days preceding the Valuation Date. On the Closing Date, the portfolio securities, cash and other remaining Assets, if any, of each Acquired Fund shall be delivered by the Pacific Funds Trust to the Custodian for the account of the Corresponding Acquiring Fund, such portfolio securities to be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”). The cash delivered shall be transferred to the account of the Corresponding Acquiring Fund at the Custodian in a manner acceptable to the Aristotle Trust. PLFA shall be responsible for paying any and all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps and/or financial transaction taxes. Neither Pacific Funds Trust nor any Acquired Fund shall be responsible for the payment of any such taxes or fees. 3.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted, in a manner set forth in an Acquiring Fund’s then current prospectus, so that accurate appraisal of the values of the net assets of the Acquired Funds is impracticable, the Valuation Date and the Closing Date shall each occur as soon as practicable after trading shall have been fully resumed and reporting shall have been restored as the parties hereto may agree; provided that if trading shall not be fully resumed and reporting restored within three business days after the original Valuation Date, this Agreement may be terminated by either of the Pacific Funds Trust or the Aristotle Trust upon the giving of written notice to the other party. 3.4. Prior to close of business on the Closing Date, the Pacific Funds Trust or its transfer agent shall deliver to the Aristotle Trust or its designated agent a list of the names and addresses of the Acquired Fund Shareholders and the number of outstanding shares of each Acquired Fund owned by each Acquired Fund Shareholder, all as of the close of business on the Valuation Date, certified by any duly elected officer of Pacific Funds Trust on behalf of each Acquired Fund. The Acquiring Fund Shares issuable pursuant to Section 1.1 shall promptly be credited by the Corresponding Acquiring Fund to the Corresponding Acquired Fund’s account on the books of the Corresponding Acquiring Fund. On the Liquidation Date, the Aristotle Trust will provide to the Pacific Funds Trust evidence reasonably satisfactory to the Pacific Funds Trust that such Acquiring Fund Shares have been credited pro rata, to open accounts in the names of Acquired Fund Shareholders as provided in Section 1.3. 3.5. At the Closing, each party shall deliver to the other such bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by Section 1.. Project Banyan Form of Agreement and Plan of Reorganization 4

CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be on September 27, 2008 or about [•], 2023, or any such other date as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m., Eastern Time. The Closing shall be held at the offices of the [Aristotle Trust] (Acquiring Fund or at such other time and/or place as the parties may agree), at such time as the parties may agree. The Closing shall be effective as of [9:00 a.m., Eastern time], on the Closing Date. 3.2. The portfolio securities of each Acquired Fund shall be made available by direct the Bank of New York Mellon Corporation, as custodian for the Acquired Fund to U.S. Bank National Association, the custodian for the Acquiring Funds (the “Custodian”), to deliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets shall have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date; and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to the custodian for the Acquiring Fund no later than five business days preceding the Valuation Date. On the Closing Date, the portfolio securities, cash and other remaining Assets, if any, of each Acquired Fund shall be transferred and delivered by the Pacific Funds Trust to Acquired Fund as of the Custodian Closing Date for the account of the Corresponding Acquiring Fund, such portfolio securities to be Fund duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account customary practices of the Custodian and any securities depository (as defined in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Acquired Fund’s Assets are deposited, the Acquired Fund’s portfolio securities and instruments deposited with such depositories. The cash delivered shall to be transferred to by the account of the Corresponding Acquiring Fund at the Custodian in a manner acceptable to the Aristotle Trust. PLFA shall be responsible for paying any and all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps and/or financial transaction taxes. Neither Pacific Funds Trust nor any Acquired Fund shall be responsible for delivered by wire transfer of federal funds on the payment of any such taxes or feesClosing Date. 3.3. The Acquired Fund shall direct DST Systems, Inc. (the “Transfer Agent”), on behalf of the Acquired Fund, to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Acquired Fund Shareholders and the number and percentage ownership of outstanding Class A, Class B, Class C and Class I shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Acquiring Fund, or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 3.4. In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund shall be closed to trading or trading thereon thereupon shall be restricted, or (b) trading or the reporting of trading on the New York Stock such Exchange or elsewhere shall be disrupteddisrupted so that, in a manner set forth in an the judgment of the Board of Trustees of the Acquired Fund or the Board of Trustees of the Acquiring Fund’s then current prospectus, so that accurate appraisal of the values value of the net assets of the Acquiring Fund or the Acquired Funds Fund is impracticable, the Valuation Date and the Closing Date shall each occur as soon as practicable be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored as the parties hereto may agree; provided that if trading shall not be fully resumed and reporting restored within three business days after the original Valuation Date, this Agreement may be terminated by either of the Pacific Funds Trust or the Aristotle Trust upon the giving of written notice to the other partyrestored. 3.4. Prior to close of business on the Closing Date, the Pacific Funds Trust or its transfer agent shall deliver to the Aristotle Trust or its designated agent a list of the names and addresses of the Acquired Fund Shareholders and the number of outstanding shares of each Acquired Fund owned by each Acquired Fund Shareholder, all as of the close of business on the Valuation Date, certified by any duly elected officer of Pacific Funds Trust on behalf of each Acquired Fund. The Acquiring Fund Shares issuable pursuant to Section 1.1 shall promptly be credited by the Corresponding Acquiring Fund to the Corresponding Acquired Fund’s account on the books of the Corresponding Acquiring Fund. On the Liquidation Date, the Aristotle Trust will provide to the Pacific Funds Trust evidence reasonably satisfactory to the Pacific Funds Trust that such Acquiring Fund Shares have been credited pro rata, to open accounts in the names of Acquired Fund Shareholders as provided in Section 1.3. 3.5. At the Closing, each party shall deliver to the other such bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by Section 1.