Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 6.1 All representations and warranties of the Successor Company on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date a certificate executed in its name by the Successor Company’s President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor Company, to the effect that the representations and warranties of the Successor Company made in this Agreement on behalf of the Acquiring Fund are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Predecessor Company reasonably requests. 6.3 The Successor Company (on behalf of and with respect to the Acquiring Fund) shall have entered into or adopted an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 6.1 All representations and warranties of by the Successor Company Acquiring Trust on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company Acquiring Trust shall have delivered to the Predecessor Company Safeco Trust on the Closing Date a certificate of the Acquiring Trust on behalf of the Acquiring Fund executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanySafeco Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Trust made in this Agreement on behalf of the Acquiring Fund are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 6 have been met, and as to such other matters as the Predecessor Company Safeco Trust shall reasonably requests.request; 6.3 The Successor Company (Acquiring Trust on behalf of the Acquiring Fund shall have delivered to the Safeco Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxing Fxxx Tax Representation Certificate, satisfactory to the Safeco Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex A, concerning certain tax-related matters with respect to the Acquiring Fund) shall have entered into or adopted an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant ; 6.4 With respect to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series , the Board of an open-end investment company. The investment management agreement and each such agreement and plan Trustees of the Acquiring Trust shall have been determined that the Reorganization is in the best interests of the Acquiring Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby; and 6.5 The Safeco Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Successor BoardAcquiring Trust and related matters of Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, includingxxxxx xx of txx Xlosing Date, in a form reasonably satisfactory to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementSafeco Trust.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations and warranties of the Successor Company on behalf of the 7.1. The Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in on its name behalf by the Successor Acquiring Company’s President or any Vice President and its Treasurer or any Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Fund made in this Agreement on behalf of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquiring Fund has complied in all material respects with all the covenants and agreements and satisfied all of the conditions to such other matters as be performed or satisfied in all material respects by it under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 7.2. The Successor Company (Acquiring Company, on behalf of and with respect to the Acquiring Fund) , shall have entered into or adopted executed and delivered to the Acquired Fund an investment management agreement Assumption of Liabilities dated as of the Closing Date pursuant to which the Acquiring Fund will assume all of the Obligations of the Acquired Fund existing at the Valuation Date in accordance with Section 1 hereof in connection with the investment advisers as set forth in Appendix B, an Administrative Services transactions contemplated by this Agreement. (1) This Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Boardshareholders of the Acquired Fund in the manner required by the Trust’s declaration of trust, includingcode of regulations and applicable law and the Acquiring Fund shall have received reasonable evidence of each such approval, and (2) the conditions for the closing of the Reorganization shall have been satisfied or waived by the applicable party. 7.4. The Acquired Fund shall have received a favorable opinion of Xxxx Xxxxxxxx LLP, counsel to the Acquiring Fund, and Massachusetts counsel with respect to matters governed by the laws of the Commonwealth of Massachusetts (each such opinion may reasonably rely on certificates of officers of the Acquiring Company) for the transactions contemplated hereby, dated the Closing Date, with such assumptions and limitations as shall be in the opinion of counsel appropriate to render the opinions expressed therein, and in a form satisfactory to the Acquired Fund, substantially to the following effect: (a) The Acquiring Company is a Massachusetts business trust validly existing and in good standing under the laws of the Commonwealth of Massachusetts, and the Acquiring Fund is a separate series of the Acquiring Company duly constituted under the Declaration of Trust and bylaws of the Acquiring Company. (b) The Agreement has been duly authorized, executed and delivered by the Acquiring Company, on behalf of the Acquiring Fund, and assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Company and the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles. (c) Assuming that consideration therefor of not less than the net asset value and the applicable par value thereof has been paid, the Acquiring Fund Shares to be issued and delivered to the Acquired Fund on behalf of the shareholders of the Acquired Fund as provided by the Agreement are duly authorized and upon such issuance and delivery will be validly issued and outstanding and fully paid and nonassessable shares of beneficial interest in the Acquiring Fund (except as described in the Registration Statement), and no shareholder of the Acquiring Fund has any preemptive right to subscription or purchase in respect thereof pursuant to the laws of the Commonwealth of Massachusetts and the federal laws of the United States or the Acquiring Company’s Declaration of Trust or bylaws. (d) Under the laws of the Commonwealth of Massachusetts and the federal laws of the United States, no consent, approval, license or exemption by, or order or authorization of, or filing, recording or registration with, any governmental authority is required to be obtained by the Acquiring Company or the Acquiring Fund in connection with the execution and delivery of the Agreement or the consummation of the Reorganization, except (i) such as have been obtained or made prior to the date hereof or (ii) such as may be required under state securities or Blue Sky laws (as to which counsel to the Acquiring Fund expresses no opinion). (e) The execution and delivery of this Agreement by the Acquiring Company, on behalf of the Acquiring Fund, did not, and the performance by the Acquiring Company and the Acquiring Fund of their obligations hereunder will not, violate the Acquiring Company’s Declaration of Trust or bylaws. (f) To the knowledge of counsel to the Acquiring Fund, the Acquiring Company is registered as an investment company under the 1940 Act and no order suspending such registration has been issued. In addition, the Registration Statement has been declared or otherwise become effective under the 1933 Act, and, to the extent required by lawknowledge of counsel to the Acquiring Fund, those trustees who are not “interested persons” (as defined no stop order suspending such effectiveness has been issued. 7.5. The Acquiring Company, on behalf of the Acquiring Fund, shall have entered into an expense limitation agreement with the Acquiring Adviser consistent with the form of expense limitation agreement filed with the Registration Statement and in the 0000 Xxx) of amounts and duration as disclosed in the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementRegistration Statement (the “Expense Limitation Agreement”).

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Trust and the Acquiring Fund of all the obligations to be performed by it them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations and warranties of the Successor Company The Acquiring Trust, on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date Trust a certificate executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyTrust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company made in this Agreement Acquiring Trust on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquiring Trust and the Acquiring Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to such other matters as be performed or satisfied under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 6.2 The Successor Company Trust shall have received a favorable opinion from Ropes & Xxxx, counsel to the Acquiring Trust for the transactions contemplated hereby, dated the Closing Date and, in a form satisfactory to the Trust, to the following effect: (a) The Acquiring Trust is a business trust duly organized and validly existing under the laws of The Commonwealth of Massachusetts and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquiring Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust and By-laws of the Acquiring Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquiring Fund and, assuming the Prospectus and Registration Statement referred to in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Trust on behalf of the Acquired Fund, is the valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder and upon consummation of the transactions contemplated hereby the Acquiring Fund will have duly assumed such liabilities; (d) the Acquiring Shares to be issued for transfer to the shareholders of the Acquired Fund as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and nonassessable Class A shares, Class B shares and Class C shares of beneficial interest in the Acquiring Fund, and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof; (e) the execution and delivery of this Agreement did not, and the performance by the Acquiring Trust and the Acquiring Fund of their respective obligations hereunder will not, violate the Acquiring Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound; (f) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Trust or the Acquiring Fund of the transactions contemplated by this Agreement except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (g) except as previously disclosed, pursuant to section 4.2(f) above, such counsel does not know of any legal or governmental proceedings relating to the Acquiring FundTrust or the Acquiring Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (h) shall have entered into or adopted the Acquiring Trust is registered with the Securities and Exchange Commission as an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 company under the 1940 Act; and (i) to the best knowledge of such counsel, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring Fund’s operation as Trust or the Acquiring Fund or any of their properties or assets and neither the Acquiring Trust nor the Acquiring Fund is a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, party to or subject to the extent required by lawprovisions of any order, those trustees who are not “interested persons” (as defined in the 0000 Xxx) decree or judgment of the Successor Company any court or DIMA governmental body, which materially and who do not have a material interest in such agreement or plan or any related agreementadversely affects its business.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 6.1 All representations and warranties of by the Successor Company Acquiring Trust on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company Acquiring Trust shall have delivered to the Predecessor Company Safeco Trust on the Closing Date a certificate of the Acquiring Trust on behalf of the Acquiring Fund executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanySafeco Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Trust made in this Agreement on behalf of the Acquiring Fund are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 6 have been met, and as to such other matters as the Predecessor Company Safeco Trust shall reasonably requests.request; 6.3 The Successor Company (Acquiring Trust on behalf of the Acquiring Fund shall have delivered to the Safeco Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxing Fxxx Tax Representation Certificate, satisfactory to the Safeco Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxxxxxially xx the form attached to this Agreement as Annex A, concerning certain tax-related matters with respect to the Acquiring Fund) shall have entered into or adopted an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant ; 6.4 With respect to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series , the Board of an open-end investment company. The investment management agreement and each such agreement and plan Trustees of the Acquiring Trust shall have been approved by determined that the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined Reorganization is in the 0000 Xxx) best interests of the Successor Company or DIMA Acquiring Fund and, based upon such determination, shall have approved this Agreement and who do not have a material interest in such agreement or plan or any related agreement.the transactions contemplated hereby; and

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 6.1 All representations and warranties of by the Successor Company Acquiring Trust on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company Acquiring Trust shall have delivered to the Predecessor Company AmSouth Trust on the Closing Date a certificate of the Acquiring Trust on behalf of the Acquiring Fund executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAmSouth Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Trust made in this Agreement on behalf of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 6 have been met, and as to such other matters as the Predecessor Company AmSouth Trust shall reasonably requests.request; 6.3 The Successor Company (Acquiring Trust on behalf of the Acquiring Fund shall have delivered to the AmSouth Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxing Fxxx Tax Representation Certificate, satisfactory to the AmSouth Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xx x xxxm mutxxxxy acceptable to the Acquiring Trust and the AmSouth Trust, concerning certain tax-related matters with respect to the Acquiring Fund) shall have entered into or adopted an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant ; 6.4 With respect to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series , the Board of an open-end investment company. The investment management agreement and each such agreement and plan Trustees of the Acquiring Trust shall have been determined that the Reorganization is in the best interests of the Acquiring Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby; and 6.5 The AmSouth Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Successor BoardAcquiring Trust and related matters of Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, includingxxxxx xx of txx Xlosing Date, in a form reasonably satisfactory to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementAmSouth Trust.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 6.1 All representations and warranties of by the Successor Company Acquiring Trust on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company Acquiring Fund shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name by the Successor Company’s Acquiring Trust's President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company made in this Agreement Acquiring Trust on behalf of the Acquiring Fund contained in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to closing in this Paragraph 6 have been met, and as to such other matters as the Predecessor Company Acquired Fund shall reasonably requests.request; 6.3 The Successor Company (on behalf of Acquiring Fund shall have delivered to the Acquired Fund and Hale and Dorr LLP an Acxxxxing Fxxx Tax Representation Certificate, satisfactory to the Acquired Fund and Hale and Dorr LLP, subsxxxxially xx the form attached to this Agreement as Annex A, concerning certain tax-related matters with respect to the Acquiring Fund) ; and 6.4 The Acquired Fund shall have entered into received at the Closing a favorable opinion of counsel, who may be an employee or adopted an investment management agreement with the investment advisers as set forth in Appendix Bofficer of Pioneer Investment Management, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”based upon or subject to such representations, assumptions and limitations as such counsel may deem appropriate or necessary), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation dated as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have Closing Date, in a material interest in such agreement or plan or any related agreementform reasonably satisfactory to Acquired Fund.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund Portfolio to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund Portfolio of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Portfolio in writing: 6.1 All representations and warranties of by the Successor Company Acquiring Trust on behalf of the Acquiring Fund Portfolio contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company Acquiring Trust shall have delivered to the Predecessor Company AmSouth Trust on the Closing Date a certificate of the Acquiring Trust on behalf of the Acquiring Portfolio executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAmSouth Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Trust made in this Agreement on behalf of the Acquiring Fund are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 6 have been met, and as to such other matters as the Predecessor Company AmSouth Trust shall reasonably requests.request; 6.3 The Successor Company (Acquiring Trust on behalf of the Acquiring Portfolio shall have delivered to the AmSouth Trust and Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP an Acquiring Portfolio Tax Representation Certificate, satisfactory to the AmSouth Trust and Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, in a form mutually acceptable to the Acquiring Trust and the AmSouth Trust, concerning certain tax-related matters with respect to the Acquiring Fund) Portfolio; 6.4 With respect to the Acquiring Portfolio, the Board of Trustees of the Acquiring Trust shall have entered into or adopted an investment management agreement with determined that the investment advisers as set forth Reorganization is in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans the best interests of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each Portfolio and, based upon such agreement and plan determination, shall have been approved this Agreement and the transactions contemplated hereby; and 6.5 The AmSouth Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Successor BoardAcquiring Trust and related matters of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, includingdated as of the Closing Date, in a form reasonably satisfactory to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementAmSouth Trust.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund Entity, on behalf of the Acquired Fund, to consummate the transactions provided for herein Reorganization of the Acquired Fund shall be subject, at its the Acquired Entity’s election, to the performance by following conditions with respect to the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditionsAcquired Fund: 6.1 All representations and warranties of the Successor Company Acquiring Entity, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company Acquiring Entity, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquiring Entity, on behalf of the Acquiring Fund, on or before the Closing Date. 6.3 The Acquiring Entity, on behalf of the Acquiring Fund, shall have executed and delivered an assumption of the Liabilities of the Acquired Fund and all such other agreements and instruments as the Acquired Entity may reasonably deem necessary or desirable 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 Entity’s assumption of all of the Liabilities, and to otherwise to carry out the intent and purpose of this Agreement. 6.4 The Acquiring Entity, on behalf of the Acquiring Fund, shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its the name of the Acquiring Entity, on behalf of the Acquiring Fund, by the Successor CompanyAcquiring Entity’s President or Vice President and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Predecessor Company, to the effect that the representations Acquired Entity and warranties of the Successor Company made in this Agreement on behalf of the Acquiring Fund are true and correct at and dated as of the Closing Date, except as they may be affected by to the transactions contemplated by this Agreement, matters set forth in paragraphs 6.1 and 6.2 and as to such other matters as the Predecessor Company Acquired Entity shall reasonably requestsrequest. 6.3 6.5 The Successor Company (Acquiring Entity, on behalf of and with respect to the Acquiring Fund) , and the Acquired Entity, on behalf of the Acquired Fund, shall have entered into or adopted an investment management agreement agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the investment advisers as set forth Reorganization after such number has been calculated in Appendix B, an Administrative Services Agreement accordance with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementparagraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 6.1 All representations and warranties of by the Successor Company Acquiring Trust, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company Acquiring Trust shall have delivered to the Predecessor Company Acquired Trust on the Closing Date a certificate of the Acquiring Trust, on behalf of the Acquiring Fund, executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Trust made in this Agreement on behalf of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 6 have been met, and as to such other matters as the Predecessor Company Acquired Trust shall reasonably requests.request; 6.3 The Successor Company (Acquiring Trust, on behalf of the Acquiring Fund, shall have delivered to the Acquired Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxing Fxxx Tax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xx x xxxm mutxxxxy acceptable to the Acquiring Trust and the Acquired Trust, concerning certain tax-related matters with respect to the Acquired Fund; 6.4 The Board of Trustees of the Acquiring Fund) Trust shall have entered into or adopted an investment management agreement with determined that the investment advisers Reorganization is in the best interests of the Acquiring Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby; and 6.5 The Acquired Trust, on behalf of the Acquired Fund, shall have received at the Closing a favorable opinion as set forth in Appendix Bto the due authorization of this Agreement by the Acquiring Trust, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans on behalf of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as , and related matters of Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xxxxx xx of txx Xlosing Date, in a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, form reasonably satisfactory to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementAcquired Trust.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Trust, on behalf of the Acquired Fund Fund, to consummate the transactions provided for herein shall be subject, at its their own election, to the performance by the Trust, on behalf of the Acquiring Fund Fund, of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 6.1 All representations and warranties of the Successor Company Trust, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company Trust, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Trust, on behalf of the Acquiring Fund, on or before the Closing Date. 6.3 The Trust, on behalf of the Acquiring Fund, shall have executed and delivered an assumption of the Liabilities (the “Assumption Instrument”) and all such other agreements and instruments as the Acquired Fund may reasonably deem necessary or desirable in order to vest in and confirm (a) the Acquired Fund has title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) the Acquired Fund’s assumption of all of the Liabilities and otherwise to carry out the intent and purpose of this Agreement. 6.4 The Trust, on behalf of the Acquiring Fund, shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name by the Successor Company’s its President or Vice President and its the Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund, to the effect that the representations and warranties of the Successor Company made in this Agreement on behalf of the Acquiring Fund are true and correct at and dated as of the Closing Date, except as they may be affected by to the transactions contemplated by this Agreement, matters set forth in paragraphs 6.1 and 6.2 and as to such other matters as the Predecessor Company Acquired Fund shall reasonably requestsrequest. 6.3 6.5 The Successor Company (on behalf of Acquired Fund and with respect to the Acquiring Fund) Fund shall have entered into or adopted an investment management agreement agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the investment advisers as set forth Reorganization after such number has been calculated in Appendix B, an Administrative Services Agreement accordance with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementparagraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of MainStay Funds Trust, on behalf of the Acquired Fund Fund, to consummate complete the transactions provided for herein shall be subjectsubject to, at its MainStay Funds Trust’s election, to the performance by MainStay Funds Trust, on behalf of the Acquiring Fund Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 6.1 All representations and warranties of the Successor Company MainStay Funds Trust, on behalf of the Acquiring Fund Fund, contained in this Agreement Plan shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this AgreementPlan, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company MainStay Funds Trust, on behalf of the Acquiring Fund, shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in the name of the Acquiring Fund by its name by the Successor Company’s President or Vice President and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company made in this Agreement MainStay Funds Trust, on behalf of the Acquiring Fund Fund, made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this AgreementPlan, and as to such other matters as the Predecessor Company MainStay Funds Trust shall reasonably requests.request; 6.3 The Successor Company (MainStay Funds Trust, on behalf of and with respect to the Acquiring Fund) , shall have entered into performed all of the covenants and complied with all of the provisions required by this Plan to be performed or adopted an investment management agreement complied with the investment advisers as set forth in Appendix Bby MainStay Funds Trust, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans on behalf of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. , on or before the Closing Date; and 6.4 The investment management agreement Acquired Fund and each such agreement and plan the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined calculated in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementaccordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder pursuant to this Agreement on or before the Closing Date Date, and, in addition theretoaddition, subject to the following conditions: 6.1 All representations representations, covenants, and warranties of the Successor Company on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, and as of the Closing Date Date, with the same force and effect as if made on and as of the that Closing Date. 6.2 . The Successor Company Acquiring Fund shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its the Acquiring Fund’s name by the Successor CompanyTPM’s President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor Company, to the effect that the representations Acquired Fund and warranties of the Successor Company made in this Agreement on behalf of the Acquiring Fund are true and correct at and dated as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, to such effect and as to such other matters as the Predecessor Company Acquired Fund shall reasonably requestsrequest. 6.3 6.2 The Successor Company Acquired Fund shall have received on the Closing Date an opinion from Gxxxxxx & Kxxx, S.C., counsel to TPM, dated as of such Closing Date, in a form reasonably satisfactory to the Acquired Fund, covering the following points: (a) TPM is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware, and, to such counsel’s knowledge, has the power to own all of its properties and assets and to carry on its business as presently conducted. (b) TPM is registered as an investment company under the 1940 Act, and, to such counsel’s knowledge, such registration with the SEC is in full force and effect. (c) This Agreement has been duly authorized, executed, and delivered by TPM on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of this Agreement by the Acquired Fund, is a valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and to general equity principles. (d) Assuming that a consideration of not less than the net asset value of Acquiring Fund Shares has been paid, Acquiring Fund Shares to be issued and delivered to the Acquired Fund on behalf of the Acquired Fund Shareholders, as provided by this Agreement, are duly authorized and upon such delivery will be legally issued and outstanding and fully paid and non-assessable, and no shareholder of the Acquiring Fund has any preemptive rights with respect to Acquiring Fund Shares. (e) The Registration Statement has been declared effective by the SEC and to such counsel’s knowledge, no stop order under the 1933 Act pertaining thereto has been issued, and to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required for consummation by the Acquiring Fund of the transactions contemplated herein, except as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and as may be required under state securities laws. (f) The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated herein will not, result in a violation of TPM’s Declaration of Trust or any provision of any material agreement, indenture, instrument, contract, lease or other undertaking (in each case known to such counsel) to which the Acquiring Fund is a party or by which the Acquiring Fund or any of its properties may be bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any agreement, judgment, or decree to which the Acquiring Fund is a party or by which it is bound. (g) In the ordinary course of such counsel’s representation of the Acquiring Fund, and without having made any investigation, such counsel does not know of any legal or governmental proceedings (only insofar as they relate to the Acquiring Fund) shall existing on or before the effective date of the Registration Statement or the Closing Date that are required to be described in the Registration Statement or to be filed as exhibits to the Registration Statement that are not described or filed as required. (h) To the knowledge of such counsel no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required for consummation by the Acquiring Fund of the transactions contemplated herein, except as have entered into or adopted an investment management agreement with been obtained under the investment advisers as set forth in Appendix B1933 Act, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 under the 1934 Act and the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Companyand as may be required under state securities laws. (i) In the ordinary course of such counsel’s representation of the Acquiring Fund, and other agreements necessary for without having made any investigation, and except as otherwise disclosed, such counsel is not aware of any litigation or administrative proceeding of or before any court or governmental body that is presently pending or threatened as to the Acquiring Fund or any of its properties or assets. In the ordinary course of such counsel’s representation of the Acquiring Fund, and without having made any investigation, to the knowledge of such counsel, the Acquiring Fund are not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects the Acquiring Fund’s operation business, other than as a series previously disclosed in the Registration Statement. In this paragraph 6.2, references to the Proxy Statement/Prospectus include and relate to only the text of an opensuch Proxy Statement/Prospectus and not to any exhibits or attachments thereto or to any documents incorporated by reference therein. 6.3 The post-end investment company. The investment management agreement and each such agreement and plan effective amendment on Form N-1A filed by TPM with the SEC to create the Acquiring Fund has been declared effective by the Commission. 6.4 Subject to Section 6.3 as of the Closing Date with respect to the Reorganization of the Acquired Fund, there shall have been approved by no material change in the Successor Boardinvestment objective, policies and restrictions nor any material change in the investment management fees, fee levels payable pursuant to the 12b-1 plan of distribution, other fees payable for services provided to the Acquiring Fund, fee waiver or expense reimbursement undertakings, or sales loads of the Acquiring Fund from those fee amounts, undertakings and sales load amounts of the Acquiring Fund described in the Proxy Statement/Prospectus. 6.5 For the period beginning at the Closing Date and ending not less than three years thereafter, TPM, its successor or assigns shall provide, or cause to be provided, liability coverage at least as comparable to the liability coverage currently applicable to both former and current Trustees and officers of Unified, covering the actions of such Trustees and officers of Unified for the period they served as such. 6.6 Unified shall have received a letter of indemnification from the Leader Capital Corporation stating that it agrees to indemnify Unified, its employees, agents, directors, trustees and officers (each, an “Indemnified Party”) against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses (including settlement costs) arising out of any litigation or regulatory action (including, without limitation, any shareholder litigation and any, SEC staff inquiries, investigation, enforcement action or disciplinary action) in any way relating to the Fund, or relating to or resulting from (a) the Reorganization, (b) the management of the Fund by Leader Capital Corporation, or (c) Leader Capital Corporations duties to the Fund under the Management Agreement between the Trust and Leader Capital Corporation, or the Investment Advisers Act of 1940, as amended (a “Claim”); except to the extent required that such claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable legal fees or other expenses relate to or result from the action or inaction of any Indemnified Party with respect to which the Trust is indemnified and held harmless under the Mutual Fund Services Agreement between Unified and the Trust. Leader Capital Corporation shall remain liable for indemnification as contemplated herein regardless of whether the transactions contemplated by law, those trustees who are not “interested persons” (as defined in this Agreement occur and this Section 6.6 shall survive the 0000 Xxx) Closing and any termination of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementthis Agreement pursuant to Section 11.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Trust and the Acquiring Fund of all the obligations to be performed by it them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations and warranties of the Successor Company The Acquiring Trust, on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date Trust a certificate executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyTrust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company made in this Agreement Acquiring Trust on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquiring Trust and the Acquiring Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to such other matters as be performed or satisfied under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 6.2 The Successor Company Trust shall have received a favorable opinion from Ropes & Gray, counsel to the Acquiring Trust for the transactions contemplated hereby, dated the Closing Date and, in a form satisfactory to the Trust, to the following effect: (a) The Acquiring Trust is a business trust duly organized and validly existing under the laws of The Commonwealth of Massachusetts and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquiring Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust and By-laws of the Acquiring Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquiring Fund and, assuming the Prospectus and Registration Statement referred to in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Trust on behalf of the Acquired Fund, is the valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder and upon consummation of the transactions contemplated hereby the Acquiring Fund will have duly assumed such liabilities; (d) the Acquiring Shares to be issued for transfer to the shareholders of the Acquired Fund as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and nonassessable Class A shares, Class B shares and Class C shares of beneficial interest in the Acquiring Fund, and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof; (e) the execution and delivery of this Agreement did not, and the performance by the Acquiring Trust and the Acquiring Fund of their respective obligations hereunder will not, violate the Acquiring Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound; (f) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Trust or the Acquiring Fund of the transactions contemplated by this Agreement except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (g) except as previously disclosed, pursuant to section 4.2(f) above, such counsel does not know of any legal or governmental proceedings relating to the Acquiring FundTrust or the Acquiring Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (h) shall have entered into or adopted the Acquiring Trust is registered with the Securities and Exchange Commission as an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 company under the 1940 Act; and (i) to the best knowledge of such counsel, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring Fund’s operation as Trust or the Acquiring Fund or any of their properties or assets and neither the Acquiring Trust nor the Acquiring Fund is a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, party to or subject to the extent required by lawprovisions of any order, those trustees who are not “interested persons” (as defined in the 0000 Xxx) decree or judgment of the Successor Company any court or DIMA governmental body, which materially and who do not have a material interest in such agreement or plan or any related agreementadversely affects its business.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 6.1 All representations and warranties of by the Successor Company Acquiring Trust on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company Acquiring Fund shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name by the Successor Company’s Acquiring Trust's President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Fund made in this Agreement on behalf of the Acquiring Fund are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to closing in this Paragraph 6 have been met, and as to such other matters as the Predecessor Company Acquired Fund shall reasonably requests.request; 6.3 The Successor Company (on behalf of Acquiring Fund shall have delivered to the Acquired Fund and Hale and Dorr LLP an Acxxxxing Fxxx Tax Representation Certificate, satisfactory to the Acquired Fund and Hale and Dorr LLP, subsxxxxially xx the form attached to this Agreement as Annex A, concerning certain tax-related matters with respect to the Acquiring Fund) ; 6.4 The Acquired Fund shall have entered into received at the Closing a favorable opinion of counsel, who may be an employee or adopted an investment management agreement with the investment advisers as set forth in Appendix Bofficer of Pioneer Investment Management, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”based upon or subject to such representations, assumptions and limitations as such counsel may deem appropriate or necessary), dated as of the Closing Date, in a distribution agreement with DWS Distributors Inc., plans of distribution pursuant form reasonably satisfactory to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Acquired Fund’s operation as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, without limitation, opinions substantially to the extent required by laweffect that (a) the Acquiring Fund Shares to be issued to the Acquired Fund Shareholders pursuant to this Agreement are duly registered under the Securities Act on the appropriate form, those trustees who and are not “interested persons” (as defined in the 0000 Xxx) duly authorized and upon such issuance will be validly issued and outstanding and fully paid and non-assessable, and no shareholder of the Successor Company Acquiring Fund has any preemptive rights to subscription or DIMA purchase in respect thereof, and who do not (b) the Registration Statement has become effective with the Commission and, to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have a material interest in such agreement been instituted or plan are pending or any related agreement.threatened;

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Trust, on behalf of the Acquired Fund Fund, to consummate the transactions provided for herein shall be subject, at its the Trust's election, to the performance by the Trust, on behalf of the Acquiring Fund Fund, of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 6.1 6.1. All representations and warranties of the Successor Company Trust, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date.; 6.2 6.2. The Successor Company Trust, on behalf of the Acquiring Fund, shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name by the Successor Company’s its President or a Vice President and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Predecessor CompanyTrust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company made in this Agreement Trust, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; 6.3. The Trust, and as to such other matters as the Predecessor Company reasonably requests. 6.3 The Successor Company (on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Trust, on behalf of the Acquiring Fund, on or before the Closing Date; 6.4. The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1 of this Agreement; and 6.5. The Trust, on behalf of the Acquired Fund, shall have received on the Closing Date the opinion of Dechert LLP, counsel to the Trust (which may reasonably rely as to matters governed by the laws of the State of Delaware on an opinion of Delaware counsel and/or certificates of officers or Trustees of the Acquiring Trust), dated as of the Closing Date, covering the following points: (a) The Trust is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware and has the power to own all of the Acquiring Fund's properties and assets and to carry on its business, including that of the Acquiring Fund, as a registered investment company, and the Acquiring Fund has all necessary federal, state and local authorizations to carry on its business as now being conducted; (b) The Agreement has been duly authorized, executed and delivered by the Trust, on behalf of the Acquiring Fund, and, assuming due authorization, execution and delivery of the Agreement by the Trust, is a valid and binding obligation of the Trust, on behalf of the Acquiring Fund, enforceable against the Trust in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and to general equity principles; (c) The Acquiring Fund Shares to be issued to the Acquired Fund Shareholders as provided by this Agreement are duly authorized, upon such delivery will be validly issued and outstanding, and are fully paid and non-assessable by the Trust, and no shareholder of the Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; (d) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of the Trust's Amended and Restated Agreement and Declaration of Trust or its Amended and Restated By-Laws or any provision of any agreement (known to such counsel) to which the Trust is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the Trust is a party or by which it is bound; (e) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required to be obtained by the Trust in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities laws; (f) The Trust is a registered investment company classified as a management company of the open-end type with respect to each series of shares it offers, including those of the Acquiring Fund) shall have entered into or adopted an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement ; its registration with DWS Investments Service Company, the Commission as an investment company under the 1940 Act is in full force and other agreements necessary for effect; and the Acquiring Fund’s operation as Fund is a separate series of an open-end investment company. The investment management agreement the Trust duly constituted in accordance with the applicable provisions of the 1940 Act and each the Amended and Restated Agreement and Declaration of Trust and Amended and Restated Bylaws of the Trust and applicable law; and (g) To the knowledge of such agreement and plan shall have been approved by the Successor Boardcounsel, including, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the extent required by law, those trustees who are not “interested persons” (as defined in Trust or the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan Acquiring Fund or any related agreementof their respective properties or assets and neither the Trust nor the Acquiring Fund are a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 6.1 All representations and warranties of by the Successor Company Acquiring Trust on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company Acquiring Trust shall have delivered to the Predecessor Company Safeco Trust on the Closing Date a certificate of the Acquiring Trust on behalf of the Acquiring Fund executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanySafeco Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Trust made in this Agreement on behalf of the Acquiring Fund are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 6 have been met, and as to such other matters as the Predecessor Company Safeco Trust shall reasonably requests.request; 6.3 The Successor Company (Acquiring Trust on behalf of the Acquiring Fund shall have delivered to the Safeco Trust and Wilmer Cutler Pickerinx Xxxx xxx Xxrx XXX xx Xxxxxring Xxxx Tax Representation Certificate, satisfactory to the Safeco Trust and Wilmer Cutler Pickerinx Xxxx xxx Xxrx XXX, xxxxxxxtiallx xx the form attached to this Agreement as Annex A, concerning certain tax-related matters with respect to the Acquiring Fund) shall have entered into or adopted an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant ; 6.4 With respect to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series , the Board of an open-end investment company. The investment management agreement and each such agreement and plan Trustees of the Acquiring Trust shall have been determined that the Reorganization is in the best interests of the Acquiring Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby; and 6.5 The Safeco Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Successor BoardAcquiring Trust and related matters of Wilmer Cutler Pickerinx Xxxx xxx Xxrx XXX, includingxxxxx xs of xxx Closing Date, in a form reasonably satisfactory to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementSafeco Trust.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of Bailard and the Acquired Fund to consummate complete the transactions provided for herein shall be subject, at its their election, to the performance by HighMark and the Acquiring Fund of all the obligations to be performed by it them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations 7.1. HighMark and warranties of the Successor Company on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name on their behalf by the Successor Company’s HighMark's President or any Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of HighMark and the Successor Company Acquiring Fund made in this Agreement on behalf of the Acquiring Fund are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that HighMark and the Acquiring Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to such other matters as be performed or satisfied under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 The Successor Company (7.2. HighMark, on behalf of and with respect to the Acquiring Fund) , shall have entered into or adopted executed and delivered to the Acquired Fund an investment management agreement Assumption of Liabilities dated as of the Closing Date pursuant to which the Acquiring Fund will assume all of the identified liabilities of the Acquired Fund existing at the Valuation Date in connection with the investment advisers transactions contemplated by this Agreement. 7.3. All proceedings taken by HighMark or the Acquiring Fund in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory inform and substance to the Acquired Fund. 7.4. The Acquired Fund shall have received a favorable opinion of Ropes & Xxxx LLP, counsel to HighMark for the transactions contemplated hereby, dated the Closing Date, with such assumptions and limitations as shall be in the opinion of Ropes & Xxxx LLP appropriate to render the opinions expressed therein, and in a form satisfactory to the Acquired Fund, substantially to the following effect: (a) HighMark is a business trust duly organized and validly existing under the laws of The Commonwealth of Massachusetts and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquiring Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust and Code of Regulations of the Trust. (b) This Agreement has been duly authorized, executed and delivered by HighMark, on behalf of the Acquiring Fund, and assuming the due authorization, execution and delivery of this Agreement by Bailard, Inc. and Bailard, on behalf of the Acquired Fund, is the valid and binding obligation of HighMark and the Acquiring Fund enforceable against HighMark and the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles. (c) The Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder and upon consummation of the transactions contemplated hereby the Acquiring Fund will have duly assumed such liabilities. (d) Assuming that a consideration thereof not less than the net asset value thereof has been paid, the Acquiring Fund Shares to be issued for transfer to the Acquired Fund Shareholders as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and, except as set forth in Appendix Bthe Acquiring Fund Prospectus, non assessable Class M shares of beneficial interest in the Acquiring Fund, and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof. (e) The execution and delivery of this Agreement by HighMark on behalf of the Acquiring Fund did not, and the performance by HighMark and the Acquiring Fund of their obligations hereunder will not, violate HighMark's Declaration of Trust or Code of Regulations, or any provision of any agreement known to such counsel to which HighMark or the Acquiring Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which HighMark or the Acquiring Fund is a party or by which it is bound. (f) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by HighMark or the Acquiring Fund of the transactions contemplated by this Agreement except such as may be required under state securities or Blue Sky laws or such as have been obtained. (g) Such counsel does not know of any legal or governmental proceedings relating to the Acquiring Fund existing on or before the date of mailing of the Prospectus/Proxy Statement referred to in Section 5.3 or the Closing Date required to be described in the Registration Statement which are not described as required. (h) HighMark is registered with the Securities and Exchange Commission as an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 investment company under the 1940 Act. (i) To the knowledge of such counsel, shareholder services plansexcept as has been disclosed in writing to the Acquired Fund, a transfer agency agreement no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to HighMark or the Acquiring Fund or any of their properties or assets or any person whom HighMark or the Acquiring Fund may be obligated to indemnify in connection with DWS Investments Service Companysuch litigation, proceeding or investigation, and other agreements necessary for neither HighMark nor the Acquiring Fund’s operation as Fund is not a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, party to or subject to the extent required by lawprovisions of any order, those trustees who are not “interested persons” (as defined in decree or judgment of any court or governmental body, which materially and adversely affects its business or its ability to consummate the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementtransactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 6.1 All representations and warranties of by the Successor Company Acquiring Trust, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company Acquiring Trust shall have delivered to the Predecessor Company Acquired Trust on the Closing Date a certificate of the Acquiring Trust, on behalf of the Acquiring Fund, executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Trust made in this Agreement on behalf of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 6 has been met, and as to such other matters as the Predecessor Company Acquired Trust shall reasonably requests.request; 6.3 The Successor Company (Acquiring Trust, on behalf of and with the Acquiring Fund, shall have delivered to Bingham McCutchen LLP an Acquiring Fund Tax Representation Certificate, xxxxxxaxxxxx xx Bingham McCutchen LLP, in a form mutually acceptable to the Acquiring Txxxx xxd xxx Xxxxired Trust, concerning certain tax-related matters; and 6.4 With respect to the Acquiring Fund) , the Board of Trustees of the Acquiring Trust shall have entered into or adopted an investment management agreement with determined that the investment advisers as set forth Reorganization is in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans the best interests of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each Fund and, based upon such agreement and plan determination, shall have been approved by this Agreement and the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementtransactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 6.1 All representations and warranties of by the Successor Company Acquiring Trust, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company Acquiring Trust, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquiring Trust, on behalf of the Acquiring Fund, on or before the Closing Date. The Acquiring Trust, on behalf of the Acquiring Fund, shall have executed and delivered an assumption of the Assumed Liabilities and all such other agreements and instruments as the Acquired Trust may reasonably deem necessary or desirable in order to vest in and confirm (a) such Acquired Fund's title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) the Acquiring Trust's assumption of the Assumed Liabilities and to otherwise carry out the intent and purpose of this Agreement. 6.3 The Acquiring Trust shall have delivered to the Predecessor Company Acquired Trust on the Closing Date a certificate of the Acquiring Trust, on behalf of the Acquiring Fund, executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Trust made in this Agreement on behalf of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 6 have been met, and as to such other matters as the Predecessor Company Acquired Trust shall reasonably requests.request; 6.3 6.4 The Successor Company (Acquiring Trust, on behalf of the Acquiring Fund, and the Acquired Trust, on behalf of the Acquired Fund, shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued by the Acquiring Fund in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1. 6.5 The Acquiring Trust, on behalf of the Acquiring Fund, shall have delivered to the Acquired Trust and Wilmer Cutlex Xxxxxxxxx Xaxx xxx Xxxx XXP an Xxxxiring Fund Tax Representation Certificate, satisfactory to the Acquiring Fund and Wilmer Cutlxx Xxxxxxxxx Hxxx xxx Xxxx LLP, xx x form mutually acceptable to the Acquiring Trust and the Acquired Trust, concerning certain tax-related matters with respect to the Acquiring Fund) shall have entered into or adopted an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant ; and 6.6 With respect to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series , the Board of an open-end investment company. The investment management agreement and each such agreement and plan Trustees of the Acquiring Trust shall have been approved by determined that the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined Reorganization is in the 0000 Xxx) best interests of the Successor Company or DIMA Acquiring Fund and, based upon such determination, shall have approved this Agreement and who do not have a material interest in such agreement or plan or any related agreementthe transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Company and the Acquiring Fund of all the obligations to be performed by it them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations and warranties of the Successor Company 6.1. The Acquiring Company, on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date Trust a certificate executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyTrust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Acquiring Company made in this Agreement on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquiring Company and the Acquiring Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to such other matters as be performed or satisfied under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 6.2. The Successor Company (Acquiring Company, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund an Assumption of Liabilities dated as of the Closing Date pursuant to which the Acquiring Fund will assume all of the liabilities of the Acquired Fund existing at the Valuation Date in connection with respect the transactions contemplated by this Agreement, other than liabilities pursuant to this Agreement. 6.3. The Trust shall have received a favorable opinion from Ropes and Xxxx LLP, counsel to the Acquiring FundCompany for the transactions contemplated hereby, dated the Closing Date and, in a form satisfactory to the Trust, to the following effect: (a) shall have entered into or adopted an investment management agreement the Acquiring Company is a corporation duly organized and validly existing under the laws of the State of Maryland and has power and authority necessary to own all of its properties and assets and to carry on its business substantially as described in the Registration Statement referred to in paragraph 5.3, and the Acquiring Fund is a separate series thereof duly constituted in accordance with the investment advisers applicable provisions of the 1940 Act and the Articles of Incorporation and By-laws of the Acquiring Company; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquiring Fund and, assuming the Prospectus/Proxy Statement and Registration Statement referred to in paragraph 5.3 comply with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Trust on behalf of the Acquired Fund, is the valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, except (i) as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and general equitable principles and (ii) insofar as rights to indemnity thereunder may be limited by federal or state securities laws; (c) the Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder; (d) the Acquiring Shares to be issued for transfer to the shareholders of the Acquired Fund as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and non-assessable Class A, Class B or Class E shares of common stock of the Acquiring Fund, assuming that as consideration for such shares not less than the net asset value of such shares has been paid and that the conditions set forth in Appendix Bthis Agreement have been satisfied, and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect of such shares; (e) the execution and delivery of this Agreement by the Acquiring Company on behalf of the Acquiring Fund did not, and the performance by the Acquiring Company and the Acquiring Fund of their respective obligations hereunder will not, violate the Acquiring Company’s Articles of Incorporation or By-laws, or any provision of any agreement known to such counsel to which the Acquiring Company or the Acquiring Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquiring Company or the Acquiring Fund is a party or by which either of them is bound; (f) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Company or the Acquiring Fund of the transactions contemplated by this Agreement, except such as may be required under state securities or blue sky laws or such as have been obtained; (g) such counsel does not know of any legal or governmental proceedings relating to the Acquiring Company or the Acquiring Fund existing on or before the date of mailing of the Prospectus/Proxy Statement referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described therein; (h) the Acquiring Company is registered with the Securities and Exchange Commission as an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 investment company under the 1940 Act; and (i) to the knowledge of such counsel, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring FundCompany or the Acquiring Fund or any of their properties or assets that would impair the Acquiring Company’s operation as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Boardability to perform its obligations under this Agreement, includingand, to the extent required by lawknowledge of such counsel, those trustees who are not “interested persons” (as defined in neither the 0000 Xxx) Acquiring Company nor the Acquiring Fund is a party to or subject to the provisions of the Successor Company any order, decree or DIMA judgment of any court or governmental body, which materially and who do not have a material interest in such agreement or plan or any related agreementadversely affects its business.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of MainStay Funds Trust, on behalf of the Acquired Fund Fund, to consummate the transactions provided for herein shall be subject, at its MainStay Funds Trust’s election, to the performance by The MainStay Funds, on behalf of the Acquiring Fund Fund, of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 6.1 All representations and warranties of the Successor Company The MainStay Funds, on behalf of the Acquiring Fund Fund, contained in this Agreement Plan shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this AgreementPlan, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company MainStay Funds, on behalf of the Acquiring Fund, shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in the name of the Acquiring Fund by its name by the Successor Company’s President or Vice President and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to MainStay Funds Trust, and dated as of the Predecessor CompanyClosing Date, to the effect that the representations and warranties of the Successor Company made in this Agreement The MainStay Funds, on behalf of the Acquiring Fund Fund, made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this AgreementPlan, and as to such other matters as the Predecessor Company MainStay Funds Trust shall reasonably requests.request; 6.3 The Successor Company (MainStay Funds Trust, on behalf of and with respect to the Acquiring Fund) , shall have entered into performed all of the covenants and complied with all of the provisions required by this Plan to be performed or adopted an investment management agreement complied with the investment advisers as set forth in Appendix Bby The MainStay Funds, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans on behalf of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. , on or before the Closing Date; and 6.4 The investment management agreement Acquired Fund and each such agreement and plan the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined calculated in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementaccordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund Entity, on behalf of the Acquired Fund, to consummate the transactions provided for herein Reorganization of the Acquired Fund shall be subject, at its the Acquired Entity’s election, to the performance by following conditions with respect to the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditionsAcquired Fund: 6.1 All representations and warranties of the Successor Company Acquiring Entity, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company Acquiring Entity, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquiring Entity, on behalf of the Acquiring Fund, on or before the Closing Date. 6.3 The Acquiring Entity, on behalf of the Acquiring Fund, shall have executed and delivered an assumption of the Liabilities of the Acquired Fund and all such other agreements and instruments as the Acquired Entity may reasonably deem necessary or desirable 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 Entity’s assumption of all of the Liabilities, and to otherwise to carry out the intent and purpose of this Agreement. 6.4 The Acquiring Entity, on behalf of the Acquiring Fund, shall have delivered to the Predecessor Company on the Closing Date Acquired Entity a certificate executed in its the name of the Acquiring Entity, on behalf of the Acquiring Fund, by the Successor CompanyAcquiring Entity’s President or Vice President and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Predecessor Company, to the effect that the representations Acquired Entity and warranties of the Successor Company made in this Agreement on behalf of the Acquiring Fund are true and correct at and dated as of the Closing Date, except as they may be affected by to the transactions contemplated by this Agreement, matters set forth in paragraphs 6.1 and 6.2 and as to such other matters as the Predecessor Company Acquired Entity shall reasonably requestsrequest. 6.3 6.5 The Successor Company (Acquiring Entity, on behalf of and with respect to the Acquiring Fund) , and the Acquired Entity, on behalf of the Acquired Fund, shall have entered into or adopted an investment management agreement agreed on the number of full and fractional Acquiring Fund Shares to be issued by the Acquiring Fund in connection with the investment advisers as set forth Reorganization after such number has been calculated in Appendix B, an Administrative Services Agreement accordance with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementparagraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder the Acquiring Fund pursuant to this Agreement on or before the Closing Date Date, and, in addition theretoaddition, subject to the following conditions: 6.1 All representations representations, covenants, and warranties of the Successor Company on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof andClosing Date, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the that Closing Date. 6.2 . The Successor Company Acquiring Fund shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its the Acquiring Fund’s name by the Successor CompanyIMST Trust’s President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor Company, to the effect that the representations Acquired Fund and warranties of the Successor Company made in this Agreement on behalf of the Acquiring Fund are true and correct at and dated as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, to such effect and as to such other matters as the Predecessor Company Acquired Fund shall reasonably requestsrequest. 6.2 The IMST Trust, on behalf of the Acquiring Fund, shall have executed and delivered to Esoterica Trust an Assumption of Liabilities dated as of the Closing Date pursuant to which the Acquiring Fund will assume all of the Assumed Liabilities of the Acquired Fund not discharged prior to the Closing Date in accordance with Section 1.3 of this Agreement. 6.3 The Successor Company Acquired Fund shall have received on the Closing Date a certificate from the President of the IMST Trust, dated as of the Closing Date, addressing the following points: (i) The IMST Trust is a statutory trust validly existing and in good standing under the laws of the State of Delaware and has the power to own all of its properties and assets and to carry on behalf its business as presently conducted and described in the registration statement on Form N-1A of the IMST Trust, and the Acquiring Fund is a separate series of the IMST Trust constituted in accordance with the applicable provisions of the 1940 Act and the Amended and Restated Agreement and Declaration of Trust of the IMST Trust. (ii) The IMST Trust is registered with the SEC as an investment company under the 1940 Act and such registration with the SEC is in full force and effect. (iii) Assuming that consideration of not less than the NAV of the Acquiring Fund Shares has been paid, the Acquiring Fund Shares to be issued and delivered to the Acquired Fund, as provided by this Agreement, are duly authorized and upon such delivery will be legally issued and outstanding and fully paid and non-assessable, and no shareholder of the Acquiring Fund has any preemptive rights with respect to Acquiring Fund Shares. (iv) The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated herein will not, result in a violation of the IMST Trust’s Amended and Restated Agreement and Declaration of Trust. (v) The N-14 Registration Statement has been filed with the SEC and no consent, approval, authorization or order of any court or governmental authority under U.S. federal law or the Delaware Statutory Trust Act is required to be obtained for consummation by the IMST Trust and the Acquiring Fund of the transactions contemplated herein, except as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and as may be required under Delaware securities laws. (vi) To the knowledge of the President of the IMST Trust, except as has been disclosed in writing to Esoterica Trust, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the IMST Trust or the Acquiring Fund or any of their properties or assets or any person whom the IMST Trust or the Acquiring Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and neither the IMST Trust nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions contemplated hereby. 6.4 The N-1A Registration Statement filed by the IMST Trust with the SEC to register the offer of the sale of the Acquiring Fund Shares will be in effect on the Closing Date. 6.5 As of the Closing Date with respect to the Acquiring Reorganization of the Acquired Fund) , there shall have entered into or adopted an been no material change in the investment objective, policies and restrictions nor any material change in the investment management agreement with the investment advisers as set forth in Appendix Bfees, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a fee levels payable pursuant to any distribution agreement with DWS Distributors Inc., plans of distribution and service plan pursuant to Rule 12b-1 under the 1940 Act, shareholder other fees payable for services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for provided to the Acquiring Fund’s operation as , or fee waiver or expense reimbursement undertakings of the Acquiring Fund from those fee amounts and undertakings of the Acquiring Fund described in the N-14 Registration Statement or N-1A Registration Statement. 6.6 The IMST Trust Board of Trustees, including a series majority of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, to the extent required by law, those trustees Trustees who are not “interested persons” (of the IMST Trust as defined under the 1940 Act, has determined that the transactions contemplated by this Agreement are in the 0000 Xxx) best interests of the Successor Company or DIMA Acquiring Fund and who do that the interests of the existing shareholders of the Acquiring Fund would not have be diluted as a material interest in result of such agreement or plan or any related agreementtransactions.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 6.1 All representations and warranties of the Successor Company on behalf of by the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company Acquiring Fund shall have delivered to the Predecessor Company Acquired Fund on the Closing Date a certificate of the Acquiring Fund executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Fund made in this Agreement on behalf of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 6 have been met, and as to such other matters as the Predecessor Company Acquired Fund shall reasonably requests.request; 6.3 The Successor Company (on behalf of Acquiring Fund shall have delivered to the Acquired Fund and Wilmer Cutler Pickerinx Xxxx xxx Xxrx XXX xx Xxxxxring Xxxx Tax Representation Certificate, satisfactory to the Acquiring Fund and Wilmer Cutler Pickerinx Xxxx xxx Xxrx XXX, xx x xxrm muxxxxly acceptable to the Acquiring Fund and the Acquired Fund, concerning certain tax-related matters with respect to the Acquired Fund; 6.4 The Board of Trustees of the Acquiring Fund) Fund shall have entered into or adopted an investment management agreement with determined that the investment advisers as set forth Reorganization is in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans the best interests of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each Fund and, based upon such agreement and plan determination, shall have been approved this Agreement and the transactions contemplated hereby; and 6.5 The Acquired Fund shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Successor BoardAcquiring Fund and related matters of Wilmer Cutler Pickerinx Xxxx xxx Xxrx XXX, includingxxxxx xs of xxx Closing Date, in a form reasonably satisfactory to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementAcquired Fund.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Surviving Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 6.1 (a) All representations and warranties of the Successor Company on behalf of the Acquiring Surviving Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company . On the Closing Date, the Acquired Fund shall have delivered to the Predecessor Company on the Closing Date received a certificate executed in its name by from the Successor Company’s President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor Company, to the effect that the representations and warranties of the Successor Company made in this Agreement Surviving Fund, dated as of such date, certifying on behalf of Surviving Fund that as of such date that the Acquiring conditions set forth in this clause (a) have been met. (b) The Acquired Fund are true and correct at and shall have received an opinion of Xxxxxx, Xxxxx & Bockius LLP, dated as of the Closing Date, except in a form reasonably satisfactory to the Acquired Fund, covering the following points: (i) The Surviving Fund is a separate investment series of the Trust, which is duly organized and validly existing under the laws of the State of Delaware and has the corporate power to own all of its properties and assets and, to the knowledge of such counsel, to carry on its business as they presently conducted. (ii) The Trust is registered as an investment company under the 1940 Act, and, to such counsels knowledge, such registration with the Commission as an investment company under the 1940 Act is in full force and effect. (iii) This Agreement has been duly authorized, executed and delivered by the Surviving Fund and, assuming due authorization, execution, and delivery of this Agreement by the Acquired Fund, is a valid and binding obligation of the Surviving Fund enforceable against the Surviving Fund in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws relating to or affecting creditors rights generally and to general equity principles. (iv) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated in the Agreement will not, conflict with or result in a material breach of the terms or provisions of, or constitute a material default under, the then-current Agreement and Declaration of Trust or By-Laws of the Surviving Fund, or, to the knowledge of such counsel (without any independent investigation), any material agreement or instrument to which the Surviving Fund is a party or by which any properties belonging to the Surviving Fund may be affected bound. (v) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required for consummation by the Surviving Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, 1934 Act and the 1940 Act, and as may be required under state securities laws or where the failure to obtain any such consent, approval, order or authorization would not have a material adverse effect on the operations of the Surviving Fund or the consummation of the transactions contemplated by this Agreement. (vi) To the knowledge of such counsel, and no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to such the Surviving Fund or any of its properties or assets and the Surviving Fund is not a party to nor subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business other matters than as previously disclosed in the Predecessor Company reasonably requestsRegistration Statement. 6.3 The Successor Company (vii) Assuming that a consideration therefor of not less than the net asset value thereof has been paid, the Surviving Fund Shares to be issued and delivered to the Acquired Fund on behalf of the Acquired Fund shareholders as provided by this Agreement are duly authorized and with upon such delivery will be legally issued and outstanding and fully paid and nonassessable, and no shareholder of the Surviving Fund has any statutory preemptive rights in respect thereof. (viii) The Registration Statement, to the Acquiring Fundknowledge of such counsel, has been declared effective by the Commission and no stop order under the 1933 Act pertaining thereto has been issued. Such opinion may contain such assumptions and limitations as shall be in the opinion of such counsel appropriate to render the opinions expressed therein. In addition, such counsel shall be entitled to state that they have relied upon officers certificates and certificates of public officials in rendering their opinion. (c) On the Closing Date, the Surviving Fund shall have entered into performed and complied in all material respects with each of its agreements and covenants required by this Agreement to be performed or adopted an investment management agreement complied with by the investment advisers Surviving Fund prior to or at the Closing Date and the Acquired Fund shall have received a certificate from the President or Vice President of the Surviving Fund, dated as of such date, certifying on behalf of the Surviving Fund that the conditions set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. this clause (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Companyc) have been, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Boardcontinue to be, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementsatisfied.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 6.1 All representations and warranties of by the Successor Company Acquiring Trust, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company Acquiring Trust shall have delivered to the Predecessor Company Acquired Trust on the Closing Date a certificate of the Acquiring Trust, on behalf of the Acquiring Fund, executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Trust made in this Agreement on behalf of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 6 has been met, and as to such other matters as the Predecessor Company Acquired Trust shall reasonably requests.request; 6.3 The Successor Company (Acquiring Trust, on behalf of the Acquiring Fund, shall have delivered to Bingham McCutchen LLP ax Xxxxxrxxx Xxxx Tax Representation Certificate, satisfactory to Bingham McCutchen LLP, xx x xxrx xxxxxxxy acceptable to the Acquiring Trust and the Acquired Trust, concerning certain tax-related matters with respect to the Acquired Fund; and 6.4 With respect to the Acquiring Fund) , the Board of Trustees of the Acquiring Trust shall have entered into or adopted an investment management agreement with determined that the investment advisers as set forth Reorganization is in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans the best interests of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each Fund and, based upon such agreement and plan determination, shall have been approved by this Agreement and the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementtransactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 6.1 All representations and warranties of the Successor Company on behalf of by the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company Acquiring Fund shall have delivered to the Predecessor Company Acquired Fund on the Closing Date a certificate of the Acquiring Fund executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Fund made in this Agreement on behalf of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 6 have been met, and as to such other matters as the Predecessor Company Acquired Fund shall reasonably requests.request; 6.3 The Successor Company (on behalf of Acquiring Fund shall have delivered to the Acquired Fund and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX xx Xxxxxxing Fxxx Tax Representation Certificate, satisfactory to the Acquiring Fund and Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, xx x xxxm mutxxxxy acceptable to the Acquiring Fund and the Acquired Fund, concerning certain tax-related matters with respect to the Acquired Fund; 6.4 The Board of Trustees of the Acquiring Fund) Fund shall have entered into or adopted an investment management agreement with determined that the investment advisers as set forth Reorganization is in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans the best interests of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each Fund and, based upon such agreement and plan determination, shall have been approved this Agreement and the transactions contemplated hereby; and 6.5 The Acquired Fund shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Successor BoardAcquiring Fund and related matters of Wilmer Cutler Pickering Xxxx xxx Xxxr XXX, includingxxxxx xx of txx Xlosing Date, in a form reasonably satisfactory to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementAcquired Fund.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder pursuant to this Agreement on or before the Closing Date Date, and, in addition theretoaddition, subject to the following conditions: 6.1 All representations representations, covenants, and warranties of the Successor Company on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, and as of the Closing Date Date, with the same force and effect as if made on and as of the that Closing Date. 6.2 . The Successor Company Acquiring Fund shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its the Acquiring Fund’s name by the Successor Company’s Northern Lights II’ President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor Company, to the effect that the representations Acquired Fund and warranties of the Successor Company made in this Agreement on behalf of the Acquiring Fund are true and correct at and dated as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, to such effect and as to such other matters as the Predecessor Company Acquired Fund shall reasonably requestsrequest. 6.3 6.2 The Successor Company Acquired Fund shall have received on the Closing Date an opinion from Axxxxx & Bird LLP, counsel to Northern Lights II, dated as of such Closing Date, in a form reasonably satisfactory to the Acquired Fund, covering the following points: (a) Northern Lights II is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware, and, to such counsel’s knowledge, has the power to own all of its properties and assets and to carry on its business as presently conducted. (b) Northern Lights II is registered as an investment company under the 1940 Act, and, to such counsel’s knowledge, such registration with the SEC is in full force and effect. (c) This Agreement has been duly authorized, executed, and delivered by Northern Lights II on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of this Agreement by the Acquired Fund, is a valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and to general equity principles. (d) Assuming that a consideration of not less than the net asset value of Acquiring Fund Shares has been paid, Acquiring Fund Shares to be issued and delivered to the Acquired Fund on behalf of the Acquired Fund Shareholders, as provided by this Agreement, are duly authorized and upon such delivery will be legally issued and outstanding and fully paid and non-assessable, and no shareholder of the Acquiring Fund has any preemptive rights with respect to Acquiring Fund Shares. (e) The Registration Statement has been declared effective by the SEC and to such counsel’s knowledge, no stop order under the 1933 Act pertaining thereto has been issued. (f) The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated herein will not, result in a violation of Northern Lights II’ Declaration of Trust or any provision of any material agreement, indenture, instrument, contract, lease or other undertaking (in each case known to such counsel) to which the Acquiring Fund is a party or by which the Acquiring Fund or any of its properties may be bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any agreement, judgment, or decree to which the Acquiring Fund is a party or by which it is bound. (g) In the ordinary course of such counsel’s representation of the Acquiring Fund, and without having made any investigation, such counsel does not know of any legal or governmental proceedings (only insofar as they relate to the Acquiring Fund) shall existing on or before the effective date of the Registration Statement or the Closing Date that are required to be described in the Registration Statement or to be filed as exhibits to the Registration Statement that are not described or filed as required. (h) To the knowledge of such counsel no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required for consummation by the Acquiring Fund of the transactions contemplated herein, except as have entered into or adopted an investment management agreement with been obtained under the investment advisers as set forth in Appendix B1933 Act, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 under the 1934 Act and the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Companyand as may be required under state securities laws. (i) In the ordinary course of such counsel’s representation of the Acquiring Fund, and other agreements necessary for without having made any investigation, and except as otherwise disclosed, such counsel is not aware of any litigation or administrative proceeding of or before any court or governmental body that is presently pending or threatened as to the Acquiring Fund or any of its properties or assets. In the ordinary course of such counsel’s representation of the Acquiring Fund, and without having made any investigation, to the knowledge of such counsel, the Acquiring Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects the Acquiring Fund’s operation business, other than as a series previously disclosed in the Registration Statement. 6.3 The Registration Statement on Form N-1A filed by Northern Lights II with the SEC to create the Acquiring Fund and register its shares (referred to in Section 5.7) has been declared effective by the SEC. 6.4 Subject to Section 6.3 as of an open-end investment company. The investment management agreement and each such agreement and plan the Closing Date with respect to the Reorganization of the Acquired Fund, there shall have been approved no material change in the investment objective, policies and restrictions nor any material change in the investment management fees, fee levels payable pursuant to the 12b-1 plan of distribution, other fees payable for services provided to the Acquiring Fund, fee waiver or expense reimbursement undertakings, or sales loads of the Acquiring Fund from those fee amounts, undertakings and sales load amounts of the Acquiring Fund described in the Proxy Statement. 6.5 TPM shall have received a letter of indemnification from the Advisor stating that it agrees to indemnify TPM, its employees, agents, directors, trustees and officers (each, an “Indemnified Party”) against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses (including settlement costs) arising out of any litigation or regulatory action (including, without limitation, any shareholder litigation and any SEC staff inquiries, investigation, enforcement action or disciplinary action) in any way relating to the Acquired Fund, or relating to or resulting from (a) the Reorganization, (b) the management of the Acquired Fund by the Successor BoardAdvisor, including, or (c) the Advisor’s duties to the extent required Acquired Fund under the Investment Advisory Agreement between TPM and the Advisor, or the Investment Advisors Act of 1940, as amended (any a “Claim”). The Advisor shall remain liable for indemnification as contemplated herein regardless of whether the transactions contemplated by law, those trustees who are not “interested persons” (as defined in this Agreement occur and this Section 6.5 shall survive the 0000 Xxx) Closing and any termination of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementthis Agreement pursuant to Section 11.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund and the Acquiring Trust of all the obligations to be performed by it them hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 6.1 All representations and warranties of the Successor Company by or on behalf of the Acquiring Trust and the Acquiring Fund contained in this Agreement shall be true and correct in all material respects (without giving effect to any materiality qualification included in such representation and warranties) as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company Acquiring Fund shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name by the Successor Company’s Acquiring Trust's President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company made in this Agreement Acquiring Trust on behalf of the Acquiring Fund made in this Agreement are true and correct in all material respects (without giving effect to any materiality qualification included in such representation and warranties) at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to closing in this Section 6 have been met, and as to such other matters as the Predecessor Company Acquired Fund shall reasonably requests.request; 6.3 The Successor Company (on behalf of Acquiring Fund shall have delivered to the Acquired Fund and Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP an Acquiring Fund Tax Representation Certificate, satisfactory to the Acquired Fund, substantially in the form attached to this Agreement as Annex A, concerning certain tax-related matters with respect to the Acquiring Fund) ; and 6.4 The Board of Trustees of the Acquiring Trust shall have entered into determined that the Reorganization is in the best interests of the Acquiring Fund and that the interests of the existing shareholders of the Acquiring Fund would not be diluted as a result of the Reorganization. 6.5 The Acquired Fund shall have received an opinion of counsel, who may be an employee or adopted an investment management agreement officer of Xxxx Xxxxxxx Advisers, LLC, dated as of the Closing Date in form and substance reasonably satisfactory to the Acquired Fund to the effect that (a) the Acquiring Trust is a business trust validly existing under the laws of Massachusetts, (b) the Acquiring Fund is a legally designated, separate series of the Acquiring Trust, (c) the Acquiring Fund Shares to be issued to the Acquired Fund and credited to the accounts of the Acquired Fund Shareholders pursuant to this Agreement are duly registered under the Securities Act on the appropriate form and are duly authorized and upon issuance will be validly issued and outstanding in fully paid and non-assessable and (d) each of the Registration Statement and Acquiring Trust's post-effective amendment to its registration statement on Form N-1A reflecting the creation of the Acquiring Fund has become effective with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, includingCommission and, to the extent required by lawbest of such counsel's knowledge, those trustees who no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company pending or DIMA and who do not have a material interest in such agreement or plan or any related agreementthreatened.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder the Acquiring Fund pursuant to this Agreement on or before the Closing Date Date, and, in addition theretoaddition, subject to the following conditions: 6.1 All representations and warranties of the Successor Company on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, and as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date and all covenants of the Acquiring Fund contained in this Agreement shall have been complied with in all material respects as of the Closing Date. 6.2 . The Successor Company Acquiring Fund shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its the Acquiring Fund's name by the Successor Company’s MTB Trust's President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor Company, to the effect that the representations Acquired Fund and warranties of the Successor Company made in this Agreement on behalf of the Acquiring Fund are true and correct at and dated as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, to such effect and as to such other matters as the Predecessor Company Acquired Fund shall reasonably requestsrequest. 6.3 6.2 The Successor Company Acquired Fund shall have received an opinion of Reed Smith LLP, counsel to the MTB Trust ("Counsel"), substantiallx xx xxx xffect that: a) The Acquiring Fund is a validly existing series of the MTB Trust, a statutory trust duly formed and validly existing and in good standing under the laws of the State of Delaware with the power under its Trust Instrument to carry on its business and to own all of its properties and assets. b) This Agreement (a) has been duly authorized and executed by the MTB Trust on behalf of the Acquiring Fund and (b) assuming due authorization, execution, and delivery of this Agreement by the Acquired Fund, is a legal, valid and binding obligation of the Acquiring Fund, enforceable against the Acquiring Fund in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, receivership, fraudulent conveyance, moratorium or other laws of general application relating to or affecting the enforcement of creditors' rights and remedies, as from time to time in effect, (ii) application of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) principles of course of dealing or course of performance and standards of good faith, fair dealing, materiality and reasonableness that may be applied by a court to the exercise of rights and remedies. c) The Acquiring Fund's Shares to be issued and delivered to the Acquired Fund Shareholders under this Agreement, assuming their due delivery as contemplated by this Agreement, will be duly authorized and validly issued and outstanding and fully paid and non-assessable (except as disclosed in the MTB Trust's then current prospectus and statement of additional information). d) The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not (a) materially violate the MTB Trust's Trust Instrument or By-laws or any provision of any agreement known to Counsel, to which the MTB Trust (with respect to the Acquiring Fund) shall have entered into is a party or adopted an investment management agreement by which it is bound or (b) to the knowledge of Counsel, result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, judgment, or decree known to Counsel to which the MTB Trust (with respect to the investment advisers Acquiring Fund) is a party or by which it (with respect to the Acquiring Fund) is bound. e) To the knowledge of Counsel, no consent, approval, authorization or order of any Delaware or Federal Court or governmental authority of the State of Delaware or the United States of America is required for the consummation by the MTB Trust on behalf of the Acquiring Fund, of the transactions contemplated by this Agreement, except such as set forth in Appendix Bmay be required under the 1933 Act, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 under the 1934 Act and the 1940 Act. f) The MTB Trust is registered with the XXX xx an investment company, shareholder services plansand to the knowledge of Counsel, no order has been issued or proceeding instituted to suspend such registration. g) To the knowledge of Counsel, (a) no litigation, administrative proceeding, or investigation of or before any court or governmental body is pending or threatened as to the MTB Trust (with respect to the Acquiring Fund) or any of its properties or assets attributable or allocable to the Acquiring Fund and (b) the Trust (with respect to the Acquiring Fund) is not a transfer agency agreement with DWS Investments Service Companyparty to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects the Acquiring Fund's business. In rendering such opinion, Counsel may (i) rely, as to matters governed by the laws of the State of Delaware, on an opinion of competent Delaware counsel, (ii) make assumptions regarding the authenticity, genuineness, and/or conformity of documents and copies thereof without independent verification thereof, and other agreements necessary for customary assumptions as the Acquiring Fund’s operation as a series parties may agree, (iii) limit such opinion to applicable federal and state law, (iv) define the word "knowledge" and related terms to mean the knowledge of an open-end investment company. The investment management agreement attorneys then with such firm who have devoted substantive attention to matters directly related to this Agreement and the Reorganization; and (v) rely on certificates of officers or trustees of the MTB Trust, in each such agreement and plan shall have been approved by the Successor Board, including, case reasonably acceptable to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementMTB Trust.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations and warranties of the Successor Company on behalf of the 7.1. The Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name on their behalf by the Successor Company’s Trust's President or any Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Fund made in this Agreement on behalf of the Acquiring Fund are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquiring Fund has complied with all the covenants and agreements and satisfied all of the conditions on their parts to such other matters as be performed or satisfied under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 7.2. The Successor Company (Trust, on behalf of and with respect to the Acquiring Fund) , shall have entered into executed and delivered to the Acquired Fund an assumption of liabilities agreement dated as of the Closing Date pursuant to which the Acquiring Fund will assume all of the liabilities of the Acquired Fund existing at the Valuation Date in connection with the transactions contemplated by this Agreement. 7.3. All proceedings taken by the Acquiring Fund in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Acquired Fund. 7.4. The Acquired Fund shall have received a favorable opinion of Ropes & Xxxx LLP, counsel to the Trust for the transactions contemplated hereby, dated the Closing Date, with such assumptions and limitations as shall be in the opinion of Ropes & Xxxx LLP appropriate to render the opinions expressed therein, and in a form satisfactory to the Acquired Fund, to the following effect: (a) This Agreement has been duly authorized, executed and delivered by the Trust, on behalf of the Acquiring Fund, and assuming the due authorization, execution and delivery of this Agreement by the Trust, on behalf of the Acquired Fund, is the valid and binding obligation of the Trust on behalf of the Acquiring Fund enforceable against the Trust on behalf of the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or adopted other similar laws affecting the enforcement of creditors' rights generally and other equitable principles. (b) The Trust has the trust power to own all of its properties and assets and to carry on its business as currently conducted, as described in the Registration Statement. (c) The execution and delivery of this Agreement by the Trust on behalf of the Acquiring Fund did not, and the performance by the Trust on behalf of the Acquiring Fund of its obligations hereunder will not, violate the Declaration of Trust or Bylaws, or result in a breach or violation of, or constitute a default under, any agreement listed as an exhibit in the Registration Statement. (d) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Trust on behalf of the Acquiring Fund of the transactions contemplated by this Agreement, except such as have been obtained. (e) The Trust is registered with the Securities and Exchange Commission as an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 company under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of MST, on behalf of the Acquired Fund Fund, to consummate the transactions provided for herein shall be subject, at its MST’s election, to the performance by MST, on behalf of the Acquiring Fund Fund, of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 6.1 6.1. All representations and warranties of the Successor Company MST, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company 6.2. MST, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund an Assumption of Liabilities Certificate, certified by an officer of the Acquiring Fund, dated as of the Closing Date, pursuant to which MST, on behalf of the Acquiring Fund, assumes all the Liabilities of the Acquired Fund existing on the Valuation Date; 6.3. MST, on behalf of the Acquiring Fund, shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name by the Successor CompanyMST’s President or Vice President and its Treasurer or Assistant Treasurer, in form Treasurer and substance reasonably satisfactory to dated as of the Predecessor Company, Closing Date to the effect that the representations and warranties of the Successor Company made in this Agreement MST, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; 6.4. MST, and as to such other matters as the Predecessor Company reasonably requests. 6.3 The Successor Company (on behalf of and with respect to the Acquiring Fund) , shall have entered into performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or adopted an investment management agreement complied with the investment advisers as set forth in Appendix Bby MST, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans on behalf of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company, on or before the Closing Date; and 6.5. The investment management agreement number of full and each such agreement fractional Acquiring Fund Shares to be issued in connection with the Reorganization, in exchange for the number of full and plan fractional corresponding Acquired Fund Shares, shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined calculated in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementaccordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of MST, on behalf of the Acquired Fund Fund, to consummate the transactions provided for herein shall be subject, at its MST's election, to the performance by MST, on behalf of the Acquiring Fund Fund, of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 6.1 6.1. All representations and warranties of the Successor Company MST, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company 6.2. MST, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund an Assumption of Liabilities, certified by an officer of the Acquiring Fund, dated as of the Closing Date, pursuant to which MST, on behalf of the Acquiring Fund, assumes all the Liabilities of the Acquired Fund existing on the Valuation Date; 6.3. MST, on behalf of the Acquiring Fund, shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name by the Successor Company’s MST's President or Vice President and its Treasurer or Assistant Treasurer, in form Treasurer and substance reasonably satisfactory to dated as of the Predecessor Company, Closing Date to the effect that the representations and warranties of the Successor Company made in this Agreement MST, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; 6.4. MST, and as to such other matters as the Predecessor Company reasonably requests. 6.3 The Successor Company (on behalf of and with respect to the Acquiring Fund) , shall have entered into performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or adopted an investment management agreement complied with the investment advisers as set forth in Appendix Bby MST, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans on behalf of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company, on or before the Closing Date; and 6.5. The investment management agreement number of full and each such agreement fractional Acquiring Fund Shares to be issued in connection with the Reorganization, in exchange for the number of full and plan fractional corresponding Acquired Fund Shares, shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined calculated in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementaccordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations and warranties of the Successor Company on behalf of the 7.1. The Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name on their behalf by the Successor CompanyTrust’s President or any Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Fund made in this Agreement on behalf of the Acquiring Fund are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquiring Fund has complied with all the covenants and agreements and satisfied all of the conditions on their parts to such other matters as be performed or satisfied under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 7.2. The Successor Company (Trust, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund an Assumption of Liabilities dated as of the Closing Date pursuant to which the Acquiring Fund will assume all of the liabilities of the Acquired Fund existing at the Valuation Date in connection with respect the transactions contemplated by this Agreement. 7.3. All proceedings taken by the Acquiring Fund in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Acquired Fund. 7.4. The Acquired Fund shall have received a favorable opinion of Ropes & Xxxx LLP, counsel to the Trust for the transactions contemplated hereby, dated the Closing Date, with such assumptions and limitations as shall be in the opinion of Ropes & Xxxx LLP appropriate to render the opinions expressed therein, and in a form satisfactory to the Acquired Fund, to the following effect: (a) This Agreement has been duly authorized, executed and delivered by the Trust, on behalf of the Acquiring Fund, and assuming the due authorization, execution and delivery of this Agreement by the Trust, on behalf of the Acquired Fund, is the valid and binding obligation of the Trust and the Acquiring Fund enforceable against the Trust and the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles. (b) The execution and delivery of this Agreement by the Trust on behalf of the Acquiring Fund did not, and the performance by the Trust and the Acquiring Fund of their obligations hereunder will not, violate the Declaration of Trust or Bylaws, or any provision of any material agreement known to such counsel to which the Trust or the Acquiring Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any material agreement, judgment, or decree to which the Trust or the Acquiring Fund is a party or by which it is bound. (c) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Trust or the Acquiring Fund of the transactions contemplated by this Agreement except such as may be required under state securities or blue sky laws or such as have been obtained. (d) Such counsel does not know of any legal or governmental proceedings relating to the Acquiring FundFund existing on or before the date of mailing of the Prospectus/Proxy Statement referred to in Section 5.3 or the Closing Date required to be described in the Registration Statement which are not described as required. (e) shall have entered into or adopted The Trust is registered with the Securities and Exchange Commission as an investment management agreement with company under the investment advisers 1940 Act. (f) Assuming that a consideration not less than the net asset value thereof has been paid, the Acquiring Fund Shares to be issued for transfer to the Acquired Fund Shareholders as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and, except as set forth in Appendix Bthe Acquiring Fund Prospectus, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”)nonassessable Class A shares, a distribution agreement with DWS Distributors Inc.Class C shares, plans of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service CompanyClass K shares, and other agreements necessary for Class Y shares of beneficial interest in the Acquiring Fund’s operation as a series of an open-end investment company. . (g) The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, includingRegistration Statement has become effective and, to the extent required by lawknowledge of such counsel, those trustees who are not “interested persons” (as defined in no stop order suspending the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementeffectiveness thereof has been issued.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all of the obligations to be performed by it them hereunder on or before the Closing Date and, in addition thereto, the following further conditions: 6.1 6.1. All representations and warranties of the Successor Company on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 6.2. The Successor Company Acquiring Fund shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name by its Chairman of the Successor Company’s Board, President or Vice President and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Fund made in this Agreement on behalf of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; and 6.3. The Acquired Fund shall have received on the Closing Date a favorable opinion from Xxxxxxx Xxxx & Xxxxxxxxx, and as to such other matters as the Predecessor Company reasonably requests. 6.3 The Successor Company (on behalf of and with respect counsel to the Acquiring Fund, dated as of the Closing Date, in a form reasonably satisfactory to Xxxxxxxxx X. Xxxxx, Esq., Secretary of the Acquired Fund, covering the following points: (a) shall have entered into or adopted the Acquiring Fund is a corporation duly organized and validly existing under the laws of the State of Maryland; (b) the Acquiring Fund is an open-end management investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 company registered under the 1940 Act; (c) this Agreement, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, the Reorganization provided for hereunder and other agreements necessary for the execution of this Agreement have been duly authorized and approved by all requisite action of the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement , and each such agreement this Agreement has been duly executed and plan shall have been approved delivered by the Successor BoardAcquiring Fund and, includingassuming due authorization by the Acquired Fund, is a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms against the assets of the Acquiring Fund, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and (d) the Acquiring Fund Shares to be issued to the Acquired Fund for distribution to its shareholders pursuant to this Agreement have been, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA number of Acquiring Fund Shares of the particular class authorized to be issued by the Acquiring Fund in its Articles of Incorporation and who do not have a material interest then unissued, duly authorized and, subject to the receipt by the Acquiring Fund of consideration equal to the respective net asset values thereof (but in no event less than the par value thereof), such agreement or plan or any related agreementAcquiring Fund Shares, when issued in accordance with this Agreement, will be validly issued and fully paid and non-assessable. Such opinion may state that it is solely for the benefit of the Acquired Fund, its Directors and its officers. Such counsel may rely, as to matters governed by the laws of the State of Maryland, on an opinion of Maryland counsel.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 6.1 All representations and warranties of by the Successor Company Acquiring Trust on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.Date and the Acquiring Trust and Acquiring Fund shall have performed all obligations required by this Agreement to be performed at or prior to the Closing; 6.2 The Successor Company Acquiring Trust on behalf of the Acquiring Fund shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name by the Successor Company’s Acquiring Trust's President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Fund made in this Agreement on behalf of the Acquiring Fund are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to closing in this Paragraph 6 have been met, and as to such other matters as the Predecessor Company Acquired Fund shall reasonably requests.request (it being agreed that such certificate is provided to confirm the representations and warranties as of the Closing Date and shall not be a source of liability, separate from this Agreement, to the Acquired Fund); 6.3 The Successor Company (on behalf of Acquiring Fund shall have delivered to the Acquired Fund and Wilmer Cutler Pickerinx Xxxx xxx Xxrx XXX xx Xxxxxring Xxxx Tax Representation Certificate satisfactory to the Acquired Fund and Wilmer Cutler Pickerinx Xxxx xxx Xxrx XXX xxxxxxxxially xx the form attached to this Agreement as Annex A, concerning certain tax-related matters with respect to the Acquiring Fund) ; and 6.4 The Acquired Fund shall have entered into received at the Closing a favorable opinion of counsel, who may be an employee or adopted an investment management agreement with the investment advisers as set forth in Appendix Bofficer of Pioneer Investment Management, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”based upon or subject to such representations, assumptions and limitations as such counsel may deem appropriate or necessary), dated as of the Closing Date, in a distribution agreement with DWS Distributors Inc., plans of distribution pursuant form reasonably satisfactory to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Acquired Fund’s operation as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, without limitation, opinions substantially to the extent required by laweffect that (a) the Acquiring Fund Shares to be issued to the Acquired Fund Shareholders pursuant to this Agreement are duly registered under the Securities Act on the appropriate form, those trustees who and are not “interested persons” (as defined in the 0000 Xxx) duly authorized and upon such issuance will be validly issued and outstanding and fully paid and non-assessable, and no shareholder of the Successor Company Acquiring Fund has any preemptive rights to subscription or DIMA purchase in respect thereof, and who do not (b) the Registration Statement has become effective with the Commission and, to the best of such counsel's knowledge, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have a material interest in such agreement been instituted or plan are pending or any related agreementthreatened.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its Bxxxxxx’ election, to the performance by the Acquiring Fund of all the obligations to be performed by it the Acquiring Fund hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 6.1 All representations and warranties of the Successor Company on behalf of Public Trust, with respect to the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date.; and there shall be (i) no pending or threatened litigation brought by any person (other than Acquiring Fund, its adviser or any of their affiliates) against the Acquired Fund, the Acquiring Fund or their advisers, directors, trustees or officers arising out of this Agreement and (ii) no facts known to the Acquired Fund which the Acquired Fund reasonably believes might result in such litigation; 6.2 The Successor Company Acquiring Fund shall have executed and delivered to the Predecessor Company on Acquired Fund an Assumption of Liabilities, certified by an officer of the Acquiring Fund, dated as of the Closing Date a certificate executed in its name pursuant to which the Acquiring Fund assumes the Liabilities of the Acquired Fund existing on the Valuation Date; 6.3 The Acquiring Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Successor Company’s President Acquiring Fund on or Vice President and its Treasurer or Assistant Treasurerbefore the Closing Date; and 6.4 Before the Closing, in form and substance reasonably satisfactory the Acquiring Fund shall have issued to the Predecessor Company, to the effect that the representations and warranties of the Successor Company made in this Agreement on behalf initial sole shareholder of the Acquiring Fund are true a nominal number of Acquiring Fund Shares; and correct at and as of the Closing Date, except as they may be affected by initial sole shareholder shall have approved the transactions contemplated by this Agreement, and as to such other matters as the Predecessor Company reasonably requests. 6.3 The Successor Company (on behalf of and with respect to Investment Advisory Agreement between the Acquiring Fund) shall have entered into or adopted an investment management agreement with the investment advisers as set forth in Appendix BFund and Bxxxxxx Investment Partners, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreement.L.P.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 6.1 All representations and warranties of by the Successor Company Acquiring Trust on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company Acquiring Fund shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name by the Successor Company’s Acquiring Trust's President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company made in this Agreement Acquiring Trust on behalf of the Acquiring Fund contained in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to closing in this Paragraph 6 have been met, and as to such other matters as the Predecessor Company Acquired Fund shall reasonably requests.request; 6.3 The Successor Company (on behalf of Acquiring Fund shall have delivered to the Acquired Fund and Xxxx and Xxxx LLP an Acquiring Fund Tax Representation Certificate, satisfactory to the Acquired Fund and Xxxx and Xxxx LLP, substantially in the form attached to this Agreement as Annex A, concerning certain tax-related matters with respect to the Acquiring Fund) ; and 6.4 The Acquired Fund shall have entered into received at the Closing a favorable opinion of counsel, who may be an employee or adopted an investment management agreement with the investment advisers as set forth in Appendix Bofficer of Pioneer Investment Management, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”based upon or subject to such representations, assumptions and limitations as such counsel may deem appropriate or necessary), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation dated as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have Closing Date, in a material interest in such agreement or plan or any related agreementform reasonably satisfactory to Acquired Fund.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Trust and the Acquiring Fund of all the obligations to be performed by it them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations and warranties of the Successor Company The Acquiring Trust, on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date Trust a certificate executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyTrust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company made in this Agreement Acquiring Trust on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquiring Trust and the Acquiring Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to such other matters as be performed or satisfied under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 6.2 The Successor Company Trust shall have received a favorable opinion from Ropes & Gray, counsel to the Acquiring Trust for the transactions contemplated hereby, dated the Closing Date and, in a form satisfactory to the Acquired Trust, to the following effect: (a) The Acquiring Trust is a business trust duly organized and validly existing under the laws of The Commonwealth of Massachusetts and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquiring Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust and By-laws of the Acquiring Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquiring Fund and, assuming the Prospectus and Registration Statement referred to in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Trust on behalf of the Acquired Fund, is the valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder and upon consummation of the transactions contemplated hereby the Acquiring Fund will have duly assumed such liabilities; (d) the Acquiring Shares to be issued for transfer to the shareholders of the Acquired Fund as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and nonassessable Class A shares, Class B shares and Class C shares of beneficial interest in the Acquiring Fund, and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof; (e) the execution and delivery of this Agreement did not, and the performance by the Acquiring Trust and the Acquiring Fund of their respective obligations hereunder will not, violate the Acquiring Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound; (f) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Trust or the Acquiring Fund of the transactions contemplated by this Agreement except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (g) except as previously disclosed, pursuant to section 4.2(f) above, such counsel does not know of any legal or governmental proceedings relating to the Acquiring FundTrust or the Acquiring Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (h) shall have entered into or adopted the Acquiring Trust is registered with the Securities and Exchange Commission as an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 company under the 1940 Act; and (i) to the best knowledge of such counsel, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring Fund’s operation as Trust or the Acquiring Fund or any of their properties or assets and neither the Acquiring Trust nor the Acquiring Fund is a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, party to or subject to the extent required by lawprovisions of any order, those trustees who are not “interested persons” (as defined in the 0000 Xxx) decree or judgment of the Successor Company any court or DIMA governmental body, which materially and who do not have a material interest in such agreement or plan or any related agreementadversely affects its business.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations obligation of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations and warranties of the Successor Company on behalf of the 6.1. The Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name by the Successor Company’s its President or a Vice President and its Treasurer or an Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Fund made in this Agreement on behalf of the Acquiring Fund are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquiring Fund has complied with all the covenants and agreements and satisfied all of the conditions on its part to such other matters as be performed or satisfied under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 6.2. The Successor Company Acquired Fund shall have received a favorable opinion of Xxxxxxxx & Xxxxxxxx, LLP, dated the Closing Date and in a form satisfactory to the Acquired Fund, to the following effect: (a) The Acquiring Trust is a Delaware statutory trust duly organized and validly existing under the laws of the State of Delaware and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquiring Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust of the Acquiring Trust; (b) This Agreement has been duly authorized, executed and delivered on behalf of the Acquiring Fund and, assuming the Registration Statement and Prospectus/Proxy Statement referred to in paragraph 5.3 comply with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquired Fund and Columbia, is the valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles; (c) The Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder, and, upon consummation of the transactions contemplated hereby, the Acquiring Fund will have duly assumed such liabilities; (d) The Acquisition Shares to be issued for transfer to the Acquired Fund’s shareholders as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and nonassessable shares in the Acquiring Fund, and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof; (e) The execution and delivery of this Agreement did not, and the performance by the Acquiring Fund of its obligations hereunder will not, violate the Acquiring Fund’s organizational documents, or any provision of any agreement known to such counsel to which the Acquiring Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which such Acquiring Fund is a party or by which it is bound; (f) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement except such as may be required under state securities or “Blue Sky” laws or such as have been obtained; (g) Such counsel does not know of any legal or governmental proceedings relating to the Acquiring FundFund existing on or before the date of mailing of the Prospectus/Proxy Statement referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement that are not described as required; (h) shall have entered into or adopted The Acquiring Trust is registered with the Securities and Exchange Commission as an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 company under the 1940 Act; and (i) To the knowledge of such counsel, shareholder services plansexcept as has been disclosed in writing to the Acquired Fund or disclosed in the Prospectus/Proxy Statement referred to in paragraph 5.3, a transfer agency agreement no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring Fund or any of its properties or assets or any person whom the Acquired Fund may be obligated to indemnify in connection with DWS Investments Service Companysuch litigation, proceeding or investigation, and other agreements necessary the Acquiring Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated hereby. Such counsel may rely as to matters governed by the laws of The Commonwealth of Massachusetts on an opinion of local counsel and/or certificates of officers or trustees of the Acquiring Trust. 6.3. For the period beginning at the Closing Date of the last reorganization of any series for the Acquiring Fund’s operation Acquired Company and ending not less than six years thereafter, Columbia, its successors and assigns, shall provide, or cause to be provided, liability coverage at least comparable to the liability coverage currently applicable to both former and current directors and officers of such Acquired Company as a series of an open-end investment companythe date of this Agreement, covering the actions of such directors and officers of such Acquired Company for the period they served as such. The investment management agreement and each such agreement and plan Any related costs or expenses shall have been approved be borne by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementAcquired Company.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Trust and the Acquired Fund to consummate complete the transactions provided for herein shall be subject, at its their election, to the performance by the Acquiring Trust and the Acquiring Fund of all the obligations to be performed by it them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations 7.1. The Acquiring Trust and warranties of the Successor Company on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of have delivered to the date hereof and, except as they may be affected Acquired Fund a certificate executed on their behalf by the transactions contemplated by this AgreementAcquiring Trust's duly authorized officer, as of in form and substance satisfactory to the Closing Date with the same force Acquired Fund and effect as if made on and dated as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date a certificate executed in its name by the Successor Company’s President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor Company, to the effect that the representations and warranties of the Successor Company Acquiring Trust and the Acquiring Fund made in this Agreement on behalf of the Acquiring Fund are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquiring Trust and the Acquiring Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to such other matters as be performed or satisfied under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 7.2. The Successor Company (Acquiring Trust, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund an Assumption of Liabilities dated as of the Closing Date pursuant to which the Acquiring Fund will assume all of the liabilities of the Acquired Fund existing at the Closing Date in connection with respect the transactions contemplated by this Agreement. 7.3. All proceedings taken by the Acquiring Trust or the Acquiring Fund in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Acquired Fund. 7.4. The Acquired Fund shall have received a favorable opinion of Mxxxxxxx & Fxxxxxxx LLP, counsel to the Acquiring Trust, dated the Closing Date, with such assumptions and limitations as shall be in the opinion of Mxxxxxxx & Fxxxxxxx LLP appropriate to render the opinions expressed therein, and in a form reasonably satisfactory to the Acquired Fund, to the following effect: (a) shall The Acquiring Trust is a "Delaware statutory trust" validly existing under the laws of the State of Delaware and the Acquiring Fund is a separate series thereof duly constituted in accordance with the Trust Instrument and the Bylaws of the Trust, each as amended, and applicable law. (b) This Agreement has been duly authorized, executed and delivered by the Acquiring Trust, on behalf of the Acquiring Fund, and assuming the due authorization, execution and delivery of this Agreement by the Acquired Trust, on behalf of the Acquired Fund, is the valid and binding obligation of the Acquiring Trust and the Acquiring Fund enforceable against the Acquiring Trust and the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles. (c) The execution and delivery of this Agreement by the Acquiring Trust on behalf of the Acquiring Fund did not, and the performance by the Acquiring Trust and the Acquiring Fund of their obligations hereunder will not, violate the Acquiring Trust's Trust Instrument or Bylaws, each as amended, or any provision of any agreement specified in a Certificate of Officer of the Acquiring Trust to which the Acquiring Trust or the Acquiring Fund is a party, or by which it is bound, or result in the acceleration of any obligation or the imposition of any penalty under any such agreement, or any judgment, or decree to which the Acquiring Trust or the Acquiring Fund is a party, or by which it is bound, specified in a Certificate of Officer of the Acquiring Trust. (d) No consent, approval, authorization or order of any New York State or federal governmental authority is required for the consummation by the Acquiring Trust or the Acquiring Fund of the transactions contemplated by this Agreement, except such as may be required under state securities or blue sky laws or such as have entered into been obtained. (e) Such counsel has not represented and is not representing the Acquiring Fund or adopted the Acquiring Trust in any legal or governmental proceedings relating to the Acquiring Fund existing on or before the date of mailing of the Prospectus/Proxy Statement referred to in Section 5.3 or the Closing Date required to be described in the Registration Statement which are not described as required. (f) The Acquiring Trust is registered with the Commission as an investment management agreement with company under the investment advisers 1940 Act. (g) Assuming that a consideration not less than the net asset value thereof has been paid, the Acquiring Fund Shares to be issued for transfer to the Acquired Fund Shareholders as provided by the Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and, except as set forth in Appendix Bthe Acquiring Fund Prospectus, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans nonassessable Class I shares of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for beneficial interest in the Acquiring Fund’s operation as a series of an open-end investment company. . (h) The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, includingRegistration Statement has become effective and, to the extent required by lawknowledge of such counsel, those trustees who are not “interested persons” (as defined in no stop order suspending the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementeffectiveness thereof has been issued.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Trust, on behalf of the Acquired Fund Fund, to consummate the transactions provided for herein shall be subject, at its their own election, to the performance by the Trust, on behalf of the Acquiring Fund Fund, of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 6.1 All representations and warranties of the Successor Company Trust, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company Trust, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Trust, on behalf of the Acquiring Fund, on or before the Closing Date. 6.3 The Trust, on behalf of the Acquiring Fund, shall have executed and delivered an assumption of the Liabilities (the “Assumption Instrument”) and all such other agreements and instruments as the Acquired Fund may reasonably deem necessary or desirable in order to vest in and confirm (a) the Acquired Fund has title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) the Acquiring Fund’s assumption of all of the Liabilities and otherwise to carry out the intent and purpose of this Agreement. 6.4 The Trust, on behalf of the Acquiring Fund, shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name by the Successor Company’s its President or Vice President and its the Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund, to the effect that the representations and warranties of the Successor Company made in this Agreement on behalf of the Acquiring Fund are true and correct at and dated as of the Closing Date, except as they may be affected by to the transactions contemplated by this Agreement, matters set forth in paragraphs 6.1 and 6.2 and as to such other matters as the Predecessor Company Acquired Fund shall reasonably requestsrequest. 6.3 6.5 The Successor Company (on behalf of Acquired Fund and with respect to the Acquiring Fund) Fund shall have entered into or adopted an investment management agreement agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the investment advisers as set forth Reorganization after such number has been calculated in Appendix B, an Administrative Services Agreement accordance with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementparagraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 6.1 All representations and warranties of by the Successor Company Acquiring Trust on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company Acquiring Trust shall have delivered to the Predecessor Company AmSouth Trust on the Closing Date a certificate of the Acquiring Trust on behalf of the Acquiring Fund executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAmSouth Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Trust made in this Agreement on behalf of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 6 have been met, and as to such other matters as the Predecessor Company AmSouth Trust shall reasonably requests.request; 6.3 The Successor Company (Acquiring Trust on behalf of the Acquiring Fund shall have delivered to the AmSouth Trust and Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP an Acquiring Fund Tax Representation Certificate, satisfactory to the AmSouth Trust and Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, in a form mutually acceptable to the Acquiring Trust and the AmSouth Trust, concerning certain tax-related matters with respect to the Acquiring Fund) shall have entered into or adopted an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant ; 6.4 With respect to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series , the Board of an open-end investment company. The investment management agreement and each such agreement and plan Trustees of the Acquiring Trust shall have been determined that the Reorganization is in the best interests of the Acquiring Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby; and 6.5 The AmSouth Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Successor BoardAcquiring Trust and related matters of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, includingdated as of the Closing Date, in a form reasonably satisfactory to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementAmSouth Trust.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the ING Trust on behalf of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its ING's election, to the performance by the Pilgrim Trust on behalf of the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 6.1 All representations and warranties of the Successor Company Pilgrim Trust on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company Pilgrim Trust shall have delivered to the Predecessor Company on the Closing Date ING Trust a certificate executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Predecessor CompanyING Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company made in this Agreement Pilgrim Trust on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, Agreement and as to such other matters as the Predecessor Company ING Trust shall reasonably requests.request; 6.3 The Successor Company (Pilgrim Trust on behalf of and with respect to the Acquiring Fund) Fund shall have entered into performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or adopted an investment management agreement complied with by the Pilgrim Trust on behalf of the Acquiring Fund on or before the Closing Date; and 6.4 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the investment advisers as set forth Reorganization after such number has been calculated in Appendix B, an Administrative Services Agreement accordance with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementparagraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 6.1 All representations and warranties of by the Successor Company Acquiring Trust on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company Acquiring Trust shall have delivered to the Predecessor Company Acquired Trust on the Closing Date a certificate of the Acquiring Trust on behalf of the Acquiring Fund executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Trust made in this Agreement on behalf of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 6 has been met, and as to such other matters as the Predecessor Company Acquired Trust shall reasonably requests.request; 6.3 The Successor Company (Acquiring Trust on behalf of the Acquiring Fund shall have delivered to the Acquired Trust and Bxxxxxx MxXxxxxxx LLP an Acquiring Trust Tax Representation Certificate, satisfactory to Bxxxxxx MxXxxxxxx LLP, in a form mutually acceptable to the Acquiring Trust and the Acquired Trust, concerning certain tax-related matters; 6.4 The Acquired Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Acquiring Trust, on behalf of the Acquiring Fund, and related matters of Dechert LLP, dated as of the Closing Date, in a form satisfactory to the Acquired Trust, substantially to the effect that, based upon certain facts and certifications made by the Acquiring Trust, on behalf of the Acquiring Fund and its authorized officers: (a) the Acquiring Trust is validly existing and in good standing under the laws of the State of Delaware and has the power to carryon its business as described in the Acquiring Trusts Declaration of Trust; (b) the Acquiring Trust, with respect to the Acquiring Fund) shall have entered into or adopted an investment management agreement with , has the investment advisers as set forth in Appendix Brequisite power and authority to execute, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 deliver and perform its obligations under the 1940 ActAgreement; (c) the execution, shareholder services plansdelivery and performance of the Agreement by the Acquiring Trust, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for on behalf of the Acquiring Fund’s operation , have been duly authorized by all necessary action of the Acquiring Trust; (d) the execution, delivery and performance of the Agreement by the Acquiring Trust, on behalf of the Acquiring Fund, do not conflict with or result in a violation of (i) Acquiring Trusts Declaration of Trust or By-Laws, or (ii) any statutory law, rule or regulation of the State of Delaware applicable to the Acquiring Trust; (e) the Agreement constitutes a legal, valid and binding agreement of the Acquiring Trust, on behalf of the Acquiring Fund, enforceable against the Acquiring Trust, on behalf of the Acquiring Fund, in accordance with its terms; provided that such counsel shall be entitled to state that it expresses no opinion with respect to the validity, binding effect or enforceability of any contractual provisions purporting to provide indemnification of any person for any claims, damages, liabilities or expenses which may be limited by any applicable federal or state securities laws or as a series matter of an open-end investment companypublic policy; (f) to the knowledge of such counsel, no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body of the State of Delaware having jurisdiction over the Acquiring Trust is required for the execution, delivery and performance of the Agreement by the Acquiring Trust, on behalf of the Acquiring Fund; (g) to the knowledge of such counsel, all regulatory or court consents, authorizations, approvals, orders or filings required to be obtained or made by the Acquiring Trust, on behalf of the Acquiring Fund, under the federal laws of the United States with respect to the issuance of Acquiring Fund Shares by the Acquiring Fund in exchange solely for the transfer of the Acquired Assets and the assumption of the Assumed Liabilities pursuant to the Agreement, have been obtained or made; and (h) to the knowledge of such counsel, and without any independent investigation, other than as disclosed on the schedule provided by the Acquiring Trust pursuant to paragraph 4.2 of this Agreement, the Acquiring Fund is not subject to any litigation or administrative proceeding that could reasonably be expected to have a materially adverse effect on the operations of the Acquiring Fund. The investment management agreement Such opinion may state that it is solely for the benefit of the Acquired Trust and each the Acquired Trust Board. Such opinion may contain such agreement assumptions and plan limitations as shall be in the opinion of Dechert LLP appropriate to render the opinions expressed therein; and 6.5 With respect to the Acquiring Fund, the Board of Trustees of the Acquiring Trust shall have been approved by determined that the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined Reorganization is in the 0000 Xxx) best interests of the Successor Company or DIMA Acquiring Fund and, based upon such determination, shall have approved this Agreement and who do not have a material interest in such agreement or plan or any related agreementthe transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions: 6.1 6.1. All representations and warranties of the Successor Company on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions actions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 6.2. The Successor Company Acquiring Fund shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name by the Successor Company’s President or its Chairman, President, Vice President and its President, Secretary, Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Fund made in this Agreement on behalf of the Acquiring Fund are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, Agreement and as to such other matters as the Predecessor Company Acquired Fund shall reasonably requests.request; and 6.3 6.3. The Successor Company (Acquired Fund shall have received on behalf of and with respect the Closing Date a favorable opinion from Xxxxxxx Xxxx & Xxxxxxxxx, counsel to the Acquiring Fund, dated as of the Closing Date, in a form reasonably satisfactory to the Acquired Fund, covering the following points: (a) shall have entered into the Acquiring Fund is a validly existing business trust under the laws of The Commonwealth of Massachusetts, and has the trust power to own all of its properties and assets and to carry on its business as a registered investment company; (b) the Agreement has been duly authorized, executed and delivered by the Acquiring Fund and, assuming due authorization, execution and delivery of the Agreement by the other parties thereto, is a valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, subject to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws of general applicability relating to or adopted an investment management agreement with affecting creditors' rights and to general equity principles; (c) the investment advisers Acquiring Fund Shares to be issued to the Acquired Fund Shareholders as provided by this Agreement are duly authorized and upon such delivery will be validly issued and outstanding and are fully paid and, except as set forth in Appendix Bthe Acquiring Fund's Agreement and Declaration of Trust, an Administrative Services non-assessable and no shareholder of the Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; (d) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, conflict with Deutsche Investment Management Americas Inc. the Acquiring Fund's Agreement and Declaration of Trust or By-Laws, or result in a material violation of any provision of any material agreement (“DIMA”)known to such counsel) to which the Acquiring Fund is a party or by which it or its property is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any material agreement, judgment or decree to which the Acquiring Fund is a distribution agreement with DWS Distributors Inc.party or by which it or its property is bound; (e) to the knowledge of such counsel, plans no consent, approval, authorization or order of distribution pursuant to Rule 12b-1 any court or governmental authority of the United States or The Commonwealth of Massachusetts is required for the consummation by the Acquiring Fund of the actions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for such as may be required under state securities laws; (f) only insofar as they relate to the Acquiring Fund’s operation , the descriptions in the Proxy Statement of statutes, legal and governmental proceedings, investigations, orders, decrees or judgments of any court or governmental body in the United States and contracts and other documents, if any, are accurate and fairly present the information required to be shown; (g) to the knowledge of such counsel, there is no legal, administrative or governmental proceeding, investigation, order, decree or judgment of any court or governmental body, only insofar as a series they relate to the Acquiring Fund or its assets or properties, pending, threatened or otherwise existing on or before the effective date of the N-14 Registration Statement or the Closing Date, which are required to be described in the N-14 Registration Statement or to be filed as an open-end exhibit to the N-14 Registration Statement which is not described and filed as required or which materially and adversely affect the Acquiring Fund's business; (h) the Acquiring Fund is registered as an investment company. The investment management agreement and each such agreement and plan shall have been approved by company under the Successor Board, including1940 Act and, to the extent required by knowledge of such counsel, its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (i) the Proxy Statement, as of its date, appeared on its face to be appropriately responsive in all material respects to the requirements of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder; provided, however, that such counsel shall be entitled to state that it does not assume any responsibility for the accuracy, completeness or fairness of the Proxy Statement. With respect to all matters of Massachusetts law, those trustees who such counsel shall be entitled to state that, with the approval of the Acquired Fund, they have relied upon the opinion of Xxxxxxxx & Worcester LLP and that their opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are not “interested persons” (as defined contained in the 0000 Xxx) opinion of Xxxxxxxx & Worcester LLP. Such opinion also shall include such other matters incident to the Successor Company transaction contemplated hereby as the Acquired Fund may reasonably request. In this paragraph 6.3, references to the Proxy Statement include and relate only to the text of such Proxy Statement and not, except as specifically stated above, to any exhibits or DIMA and who do not have a material interest in such agreement attachments thereto or plan or to any related agreementdocuments incorporated by reference therein.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder pursuant to this Agreement on or before the Closing Date Date, and, in addition theretoaddition, subject to the following conditions: 6.1 All representations representations, covenants, and warranties of the Successor Company on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, and as of the Closing Date Date, with the same force and effect as if made on and as of the that Closing Date. 6.2 . The Successor Company Acquiring Fund shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its the Acquiring Fund’s name by the Successor CompanyTPM’s President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor Company, to the effect that the representations Acquired Fund and warranties of the Successor Company made in this Agreement on behalf of the Acquiring Fund are true and correct at and dated as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, to such effect and as to such other matters as the Predecessor Company Acquired Fund shall reasonably requestsrequest. 6.2 The post-effective amendment on Form N-1A filed by TPM with the SEC to create the Acquiring Fund has been declared effective by the Commission. 6.3 The Successor Company (on behalf As of and the Closing Date with respect to the Acquiring Reorganization of the Acquired Fund) , there shall have entered into or adopted an been no material change in the investment objective, policies and restrictions nor any material change in the investment management agreement with the investment advisers as set forth in Appendix Bfees, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution fee levels payable pursuant to Rule the 12b-1 under the 1940 Actplan of distribution, shareholder other fees payable for services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for provided to the Acquiring Fund’s operation as a series , fee waiver or expense reimbursement undertakings, or sales loads of an open-end investment company. The investment management agreement the Acquiring Fund from those fee amounts, undertakings and each such agreement and plan shall have been approved by sales load amounts of the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined Acquiring Fund described in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementProxy Statement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 6.1 All representations and warranties of by the Successor Company Acquiring Trust, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company Acquiring Trust shall have delivered to the Predecessor Company Acquired Trust on the Closing Date a certificate of the Acquiring Trust, on behalf of the Acquiring Fund, executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Trust made in this Agreement on behalf of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 6 have been met, and as to such other matters as the Predecessor Company Acquired Trust shall reasonably requests.request; 6.3 The Successor Company (Acquiring Trust, on behalf of the Acquiring Fund, shall have delivered to the Acquired Trust and Wilmer Cutler Pickerinx Xxxx xxx Xxrx XXX xx Xxxxxring Xxxx Tax Representation Certificate, satisfactory to the Acquiring Trust and Wilmer Cutler Pickerinx Xxxx xxx Xxrx XXX, xx x xxrm muxxxxly acceptable to the Acquiring Trust and the Acquired Trust, concerning certain tax-related matters with respect to the Acquired Fund; and 6.4 The Board of Trustees of the Acquiring Fund) Trust shall have entered into or adopted an investment management agreement with determined that the investment advisers as set forth Reorganization is in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans the best interests of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each Fund and, based upon such agreement and plan determination, shall have been approved by this Agreement and the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementtransactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations obligation of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the corresponding Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations and warranties of the Successor Company on behalf of the 6.1. The corresponding Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name by the Successor Company’s its President or a Vice President and its Treasurer or an Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company corresponding Acquiring Fund made in this Agreement on behalf of the Acquiring Fund are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the corresponding Acquiring Fund has complied with all the covenants and agreements and satisfied all of the conditions on its part to such other matters as be performed or satisfied under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 6.2. The Successor Company Acquired Fund shall have received a favorable opinion of Xxxxxxxx & Xxxxxxxx LLP, dated the Closing Date and in a form satisfactory to the Acquired Fund, to the following effect: (a) The Acquiring Trust is duly organized and validly existing under the laws of the Commonwealth of Massachusetts and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquiring Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust and Bylaws of the Acquiring Trust; (b) This Agreement has been duly authorized, executed and delivered on behalf of the corresponding Acquiring Fund and, assuming the Registration Statement and Prospectus/Proxy Statement referred to in paragraph 5.3 comply with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquired Fund, is the valid and binding obligation of the corresponding Acquiring Fund, enforceable against the corresponding Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles; (c) The corresponding Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder and, upon consummation of the transactions contemplated hereby, the corresponding Acquiring Fund will have duly assumed such liabilities; (d) The Acquisition Shares to be issued for transfer to the Acquired Fund’s shareholders as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and nonassessable shares in the corresponding Acquiring Fund, and no shareholder of the corresponding Acquiring Fund has any preemptive right of subscription or purchase in respect thereof; (e) The execution and delivery of this Agreement did not, and the performance by the corresponding Acquiring Fund of its obligations hereunder will not, violate the corresponding Acquiring Fund’s organizational documents, or any provision of any agreement known to such counsel to which the corresponding Acquiring Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which such Acquiring Fund is a party or by which it is bound; (f) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the corresponding Acquiring Fund of the transactions contemplated by this Agreement except such as may be required under state securities or “Blue Sky” laws or such as have been obtained; (g) Such counsel does not know of any legal or governmental proceedings relating to the Acquiring FundFund existing on or before the date of mailing of the Prospectus/Proxy Statement referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement that are not described as required; (h) shall have entered into or adopted The Acquiring Trust is registered with the Securities and Exchange Commission as an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 company under the 1940 Act; and (i) To the knowledge of such counsel, shareholder services plansexcept as has been disclosed in writing to the Acquired Fund, a transfer agency agreement no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the corresponding Acquiring Fund or any of its properties or assets or any person whom the Acquired Fund may be obligated to indemnify in connection with DWS Investments Service Companysuch litigation, proceeding or investigation, and other agreements necessary the corresponding Acquiring Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business or its ability to consummate the transaction contemplated hereby. 6.3. For the period beginning at the Closing Date and ending not less than six years thereafter, the Adviser, its successors and assigns, shall provide, or cause to be provided, liability coverage at least comparable to the liability coverage currently applicable to both former and current trustees/directors and officers of the Acquired Company as of the date of this Agreement, covering the actions of such trustees/directors and officers of the Acquired Company for the Acquiring Fund’s operation period they served as a series of an open-end investment companysuch. The investment management agreement and each such agreement and plan Any related costs or expenses shall have been approved be borne by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementAcquired Company.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 6.1 All representations and warranties of by the Successor Company Acquiring Trust on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company Acquiring Trust shall have delivered to the Predecessor Company AmSouth Trust on the Closing Date a certificate of the Acquiring Trust on behalf of the Acquiring Fund executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAmSouth Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Trust made in this Agreement on behalf of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 6 have been met, and as to such other matters as the Predecessor Company AmSouth Trust shall reasonably requests.request; 6.3 The Successor Company (Acquiring Trust on behalf of the Acquiring Fund shall have delivered to the AmSouth Trust and Wilmer Cutler Pickerinx Xxxx xxx Xxrx XXX xx Xxxxxring Xxxx Tax Representation Certificate, satisfactory to the AmSouth Trust and Wilmer Cutler Pickerinx Xxxx xxx Xxrx XXX, xx x xxrm muxxxxly acceptable to the Acquiring Trust and the AmSouth Trust, concerning certain tax-related matters with respect to the Acquiring Fund) shall have entered into or adopted an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant ; 6.4 With respect to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series , the Board of an open-end investment company. The investment management agreement and each such agreement and plan Trustees of the Acquiring Trust shall have been determined that the Reorganization is in the best interests of the Acquiring Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby; and 6.5 The AmSouth Trust shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Successor BoardAcquiring Trust and related matters of Wilmer Cutler Pickerinx Xxxx xxx Xxrx XXX, includingxxxxx xs of xxx Closing Date, in a form reasonably satisfactory to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementAmSouth Trust.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 6.1 All representations and warranties of the Successor Company on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, and as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company Date and that all the Acquiring Fund’s covenants have been complied with and conditions satisfied, and the Acquiring Fund shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name by the Successor CompanyCxxxxx Trust’s President or Vice President and its Treasurer or Assistant TreasurerPresident, in form and substance reasonably satisfactory to the Predecessor Company, to the effect that the representations Acquired Fund and warranties of the Successor Company made in this Agreement on behalf of the Acquiring Fund are true and correct at and dated as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, to such effect and as to such other matters as the Predecessor Company Acquired Fund shall reasonably requestsrequest. 6.3 The Successor Company (on behalf of and with 6.2 With respect to the Acquiring Fund) , the Elite Trust shall have entered into or adopted received on the Closing Date an opinion from Sxxxxxxx & Worcester LLP, counsel to The Cxxxxx Trust and the Acquiring Fund, dated as of the Closing Date, in a form reasonably satisfactory to the Acquired Fund, covering the following points: (a) The Acquiring Fund is a separate investment series of a business trust duly organized, validly existing and in good standing under the laws of the State of Delaware and has the trust power to own all of its properties and assets and, to the knowledge of such counsel, to carry on its business as presently conducted. (b) The Acquiring Fund is registered as an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 company under the 1940 Act, shareholder services plansand, to such counsel’s knowledge, such registration with the Commission as an investment company under the 1940 Act is in full force and effect. (c) This Agreement has been duly authorized, executed, and delivered by the Acquiring Fund and, assuming the Registration Statement referred to in paragraph 5.4 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquired Fund, is a transfer agency agreement valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with DWS Investments Service Companyits terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other agreements necessary laws relating to or affecting creditors’ rights generally and to general equity principles. (d) Assuming that a consideration therefor not less than the net asset value thereof has been paid, the Acquiring Fund Shares to be issued and delivered to the Acquired Fund on behalf of the Acquired Fund Shareholders as provided by this Agreement are duly authorized and upon such delivery will be legally issued and outstanding and fully paid and non-assessable, and no shareholder of the Acquiring Fund has any statutory preemptive rights in respect thereof. (e) The Registration Statement, to the knowledge of such counsel, has been declared effective by the Commission and no stop order under the 1933 Act pertaining thereto has been issued; and to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required for consummation by the Acquiring Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act and the 1940 Act, and as may be required under state securities laws. (f) The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a violation of the Cxxxxx Trust’s Trust Instrument or By-Laws or a material provision of any material agreement, indenture, instrument, contract, lease or other undertaking (in each case known to such counsel) to which the Acquiring Fund is a party or by which it or any of its properties may be bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquiring Fund is a party or by which it is bound. (g) Only insofar as they relate to the Acquiring Fund’s operation , the descriptions in the Registration Statement of statutes, legal and governmental proceedings and material contracts, if any, are accurate and fairly present the information required to be shown. (h) Such counsel does not know of any legal or governmental proceedings, only insofar as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, they relate to the extent Acquiring Fund, existing on or before the effective date of the Registration Statement or the Closing Date required by law, those trustees who to be described in the Prospectus/Proxy Statement or to be filed as exhibits to the Prospectus/Proxy Statement which are not “interested persons” described or filed as required. (i) To the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as defined to the Acquiring Fund or any of its properties or assets and the Acquiring Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business, other than as previously disclosed in the 0000 Xxx) Registration Statement. Such opinion shall contain such assumptions and limitations as shall be in the opinion of Sxxxxxxx & Worcester LLP appropriate to render the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementopinions expressed therein.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Target Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Target Fund in writing: 6.1 All representations and warranties of by the Successor Company Trust, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company Trust shall have delivered to the Predecessor Company on the Closing Date a certificate certificate, on behalf of the Acquiring Fund, executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyTrust, on behalf of the Target Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Trust made in this Agreement on behalf of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 6 has been met, and as to such other matters as the Predecessor Company Trust, on behalf of the Target Fund, shall reasonably requests.request; 6.3 The Successor Company (Trust, on its own behalf and on behalf of and with the Acquiring Fund, shall have delivered to Xxxxxxxx Ronon Xxxxxxx & Xxxxx, LLP an Acquiring Fund Tax Representation Certificate, satisfactory to Xxxxxxxx Ronon Xxxxxxx & Xxxxx, LLP, in a form acceptable to the Trust, concerning certain tax-related matters; and 6.4 With respect to the Acquiring Fund) , the Board shall have entered into or adopted an investment management agreement with determined that the investment advisers as set forth Reorganization is in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans the best interests of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each Fund and, based upon such agreement and plan determination, shall have been approved by this Agreement and the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementtransactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of Eclipse Funds Inc., on behalf of the Acquired Fund Fund, to consummate the transactions provided for herein shall be subject, at its Eclipse Funds Inc.’s election, to the performance by The MainStay Funds, on behalf of the Acquiring Fund Fund, of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 6.1 All representations and warranties of the Successor Company The MainStay Funds, on behalf of the Acquiring Fund Fund, contained in this Agreement Plan shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this AgreementPlan, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company MainStay Funds, on behalf of the Acquiring Fund, shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in the name of the Acquiring Fund by its name by the Successor Company’s President or Vice President and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to Eclipse Funds Inc., and dated as of the Predecessor CompanyClosing Date, to the effect that the representations and warranties of the Successor Company made in this Agreement The MainStay Funds, on behalf of the Acquiring Fund Fund, made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this AgreementPlan, and as to such other matters as the Predecessor Company Eclipse Funds Inc. shall reasonably requests.request; 6.3 The Successor Company (MainStay Funds, on behalf of and with respect to the Acquiring Fund) , shall have entered into performed all of the covenants and complied with all of the provisions required by this Plan to be performed or adopted an investment management agreement complied with the investment advisers as set forth in Appendix Bby The MainStay Funds, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans on behalf of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. , on or before the Closing Date; and 6.4 The investment management agreement Acquired Fund and each such agreement and plan the Acquiring Fund shall have agreed on the number of full and fractional Investor Class, Class A, Class B, Class C and Class I Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined calculated in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementaccordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions, unless waived by the Acquiring Fund in writing: 6.1 7.1. All representations and warranties of the Successor Company on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 7.2. The Successor Company Acquiring Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by Acquiring Fund on or before the Closing Date. The Acquiring Fund shall have executed and delivered an assumption of the Assumed Liabilities and all such other agreements and instruments as the Acquired Fund may reasonably deem necessary or desirable 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 assumption of the Assumed Liabilities, and to otherwise carry out the intent and purpose of this Agreement. 7.3. The Acquiring Fund shall have delivered to the Predecessor Company Acquired Fund on the Closing Date a certificate executed in its the Acquiring Fund’s name by the Successor CompanyAcquiring Fund’s Chief Executive Officer, President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund, to the effect that (i) the representations and warranties of the Successor Company Acquiring Fund made in this Agreement on behalf of the Acquiring Fund are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, (ii) each of the conditions to Closing in this Article 7 has been met, and (iii) as to such other matters as the Predecessor Company Acquired Fund shall reasonably requestsrequest. 6.3 The Successor Company (on behalf of and with respect to the Acquiring Fund) shall have entered into or adopted an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subjectshall, at its election, be subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, and the following further conditions:. 6.1 All representations and warranties of the Successor Company on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company Acquiring Fund shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name by the Successor Company’s President or a Vice President and its Treasurer or Assistant Treasurerof the Acquiring Fund, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company made Acquiring Fund in this Agreement on behalf of the Acquiring Fund are true and correct at and as of the Closing Date, Date except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Predecessor Company Acquired Fund shall reasonably requestsrequest. 6.3 The Successor Company Acquired Fund shall have received the opinion of Vedder, Price, Xxxxxxx & Kammholz, counsel for the Acquiring Fund, dated as of the closing Date, addressed to the Acquired Fund substantially in the form and to the effect that: 6.3.1 The Acquiring Fund is duly organized and existing under the laws of the State of Minnesota as a corporation; 6.3.2 The Acquiring Fund is registered as a closed-end management company under the 1940 Act; 6.3.3 This Agreement and the reorganization provided for herein and the execution of this Agreement have been duly authorized and approved by all requisite action of the Acquiring Fund and this Agreement has been duly executed and delivered by the Acquiring Fund and (assuming the Agreement is a valid and binding obligation of the other parties thereto) is a valid and binding obligation of the Acquiring Fund, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar law affecting creditors’ rights generally, or by general principals of equity (regardless of whether enforcement is sought in a proceeding at equity or law); 6.3.4 Neither the execution or delivery by the Acquiring Fund of this Agreement nor the consummation by the Acquiring Fund of the transactions contemplated thereby contravene the Acquiring Fund’s Articles of Incorporation, or, to the best of their knowledge, violate any provision of any statute or any published regulation or any judgment or order disclosed to it by the Acquiring Fund as being applicable to the Acquiring Fund; 6.3.5 To the best of their knowledge based solely on behalf the certificate of an appropriate officer of the Acquiring Fund, there is no pending or threatened litigation which would have the effect of prohibiting any material business practice or the acquisition of any material property or the conduct of any material business of the Acquiring Fund or might have a material adverse effect on the value of any assets of the Acquiring Fund; 6.3.6 The Acquiring Fund’s Shares have been duly authorized and upon issuance thereof in accordance with this Agreement will, be validly issued, fully paid and nonassessable; 6.3.7 Except as to financial statements and schedules and other financial and statistical data included or, incorporated by reference therein and subject to usual and customary qualifications with respect to Rule 10b-5 type opinions, as of the effective date of the Registration Statement filed pursuant to the Agreement, the portions thereof pertaining to the Acquiring Fund comply as to form in all material respects with the requirements of the Securities Act, the Securities Exchange Act and the 1940 Act and the rules and regulations of the SEC thereunder and no facts have come to counsel’s attention which would cause them to believe that as of the effectiveness of the portions of the Registration Statement applicable to the Acquiring Fund, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and 6.3.8 To the best of their knowledge and information and subject to the qualifications set forth below, the execution and delivery by the Acquiring Fund of the Agreement and the consummation of the transactions therein contemplated do not require, under the laws of the States of Minnesota and Illinois or the federal laws of the United States, the consent, approval, authorization, registration, qualification or order of, or filing with, any court or governmental agency or body (except such as have been obtained). Counsel need express no opinion, however, as to any such consent, approval, authorization, registration, qualification, order or filing (a) which may be required as a result of the involvement of other parties to the Agreement in the transactions contemplated by the Agreement because of their legal or regulatory status or because of any other facts specifically pertaining to them; (b) the absence of which does not deprive the Acquired Fund of any material benefit under the Agreement; or (c) which can be readily obtained without significant delay or expense to the Acquired Fund, without loss to the Acquired Fund of any material benefit under the Agreement and without any material adverse effect on the Acquired Fund during the period such consent, approval, authorization, registration, qualification or order was obtained. The foregoing opinion relates only to consents, approvals, authorizations, registrations, qualifications, orders or filings under (a) laws which are specifically referred to in this opinion, (b) laws of the States of Minnesota and Illinois and the federal laws of the United States which, in counsel’s experience, are normally applicable to transactions of the type provided for in the Agreement and (c) court orders and judgments disclosed to counsel by the Acquiring Fund in connection with the opinion. In addition, although counsel need not specifically have considered the possible applicability to the Acquiring Fund of any other laws, orders, or judgments, nothing has come to their attention in connection with their representation of the Acquiring Fund in this transaction that has caused them to conclude that any other consent, approval, authorization, registration, qualification, order or filing is required. 6.3.9 In giving the opinions set forth above, counsel may state that it is relying on certificates of officers of the Acquiring Fund with regard to matters of fact and certain certificates and written statements of government officers with respect to the Acquiring Fund) shall have entered into or adopted an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans good standing of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation Fund and on the opinion of Xxxxxx & Whitney as a series to matters of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, to the extent required by Minnesota law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Trust and the Acquiring Fund of all the obligations to be performed by it them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations and warranties of the Successor Company The Acquiring Trust, on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date Trust a certificate executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyTrust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company made in this Agreement Acquiring Trust on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquiring Trust and the Acquiring Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to such other matters as be performed or satisfied under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 6.2 The Successor Company Trust shall have received a favorable opinion from Ropes & Xxxx, counsel to the Acquiring Trust for the transactions contemplated hereby, dated the Closing Date and, in a form satisfactory to the Trust, to the following effect: (a) The Acquiring Trust is a business trust duly organized and validly existing under the laws of The Commonwealth of Massachusetts and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquiring Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust and By-laws of the Acquiring Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquiring Fund and, assuming the Prospectus and Registration Statement referred to in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Trust on behalf of the Acquired Fund, is the valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder and upon consummation of the transactions contemplated hereby the Acquiring Fund will have duly assumed such liabilities; (d) the Acquiring Shares to be issued for transfer to the shareholders of the Acquired Fund as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and nonassessable Class A shares, Class B shares, Class C shares and Class Z shares of beneficial interest in the Acquiring Fund, and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof; (e) the execution and delivery of this Agreement did not, and the performance by the Acquiring Trust and the Acquiring Fund of their respective obligations hereunder will not, violate the Acquiring Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound; (f) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Trust or the Acquiring Fund of the transactions contemplated by this Agreement except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (g) except as previously disclosed, pursuant to section 4.2(f) above, such counsel does not know of any legal or governmental proceedings relating to the Acquiring FundTrust or the Acquiring Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (h) shall have entered into or adopted the Acquiring Trust is registered with the Securities and Exchange Commission as an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 company under the 1940 Act; and (i) to the best knowledge of such counsel, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring Fund’s operation as Trust or the Acquiring Fund or any of their properties or assets and neither the Acquiring Trust nor the Acquiring Fund is a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, party to or subject to the extent required by lawprovisions of any order, those trustees who are not “interested persons” (as defined in the 0000 Xxx) decree or judgment of the Successor Company any court or DIMA governmental body, which materially and who do not have a material interest in such agreement or plan or any related agreementadversely affects its business.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 6.1 6.1. All representations and warranties of by the Successor Company Company, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 6.2. The Successor Company shall have delivered to the Predecessor Company on the Closing Date a certificate of the Company, on behalf of the Acquiring Fund, executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyCompany and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company made in this Agreement on behalf of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Section 6 have been met, and as to such other matters as the Predecessor Company shall reasonably requests.request; 6.3 6.3. The Successor Company (Company, on behalf of the Acquiring Fund, shall have delivered to the Company and Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP an Acquiring Fund Tax Representation Certificate, satisfactory to the Company and Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, in a form mutually acceptable to the Company, concerning certain tax-related matters with respect to the Acquiring Acquired Fund) ; and 6.4. The Board of Directors of the Company shall have entered into or adopted an investment management agreement with determined that the investment advisers as set forth Reorganization is in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans the best interests of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each Fund and, based upon such agreement and plan determination, shall have been approved by this Agreement and the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementtransactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 6.1 6.1. All representations and warranties of by the Successor Company Trust, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 6.2. The Successor Company Trust shall have delivered to the Predecessor Company Acquired Fund on the Closing Date a certificate of the Trust, on behalf of the Acquiring Fund, executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Trust made in this Agreement on behalf of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Section 6 have been met, and as to such other matters as the Predecessor Company Acquired Fund shall reasonably requests.request; 6.3 6.3. The Successor Company (Trust, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund and Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP an Acquiring Fund Tax Representation Certificate, satisfactory to the Acquired Fund and Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, concerning certain tax-related matters with respect to the Acquiring Acquired Fund) ; and 6.4. The Board of Trustees of the Trust shall have entered into or adopted an investment management agreement with determined that the investment advisers as set forth Reorganization is in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans the best interests of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each Fund and, based upon such agreement and plan determination, shall have been approved by this Agreement and the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementtransactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of MST, on behalf of the Acquired Fund Fund, to consummate the transactions provided for herein shall be subject, at its MSTs election, to the performance by MST, on behalf of the Acquiring Fund Fund, of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 6.1 6.1. All representations and warranties of the Successor Company MST, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company 6.2. MST, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund an Assumption of Liabilities, certified by an officer of the Acquiring Fund, dated as of the Closing Date, pursuant to which MST, on behalf of the Acquiring Fund, assumes all the Liabilities of the Acquired Fund existing on the Valuation Date; 6.3. MST, on behalf of the Acquiring Fund, shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name by the Successor Company’s MSTs President or Vice President and its Treasurer or Assistant Treasurer, in form Treasurer and substance reasonably satisfactory to dated as of the Predecessor Company, Closing Date to the effect that the representations and warranties of the Successor Company made in this Agreement MST, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; 6.4. MST, and as to such other matters as the Predecessor Company reasonably requests. 6.3 The Successor Company (on behalf of and with respect to the Acquiring Fund) , shall have entered into performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or adopted an investment management agreement complied with the investment advisers as set forth in Appendix Bby MST, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans on behalf of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company, on or before the Closing Date; and 6.5. The investment management agreement number of full and each such agreement fractional Class A, B, C, K, R and plan Y Acquiring Fund Shares to be issued in connection with the Reorganization shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined calculated in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementaccordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Trust and the Acquiring Fund of all the obligations to be performed by it them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations and warranties of the Successor Company The Acquiring Trust, on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date Trust a certificate executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyTrust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company made in this Agreement Acquiring Trust on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquiring Trust and the Acquiring Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to such other matters as be performed or satisfied under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 6.2 The Successor Company Trust shall have received a favorable opinion from Ropes & Gray, counsel to the Acquiring Trust for the transactions contemplated hereby, dated the Closing Date and, in a form satisfactory to the Trust, to the following effect: (a) The Acquiring Trust is a business trust duly organized and validly existing under the laws of The Commonwealth of Massachusetts and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquiring Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust and By-laws of the Acquiring Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquiring Fund and, assuming the Prospectus and Registration Statement referred to in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Trust on behalf of the Acquired Fund, is the valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder and upon consummation of the transactions contemplated hereby the Acquiring Fund will have duly assumed such liabilities; (d) the Acquiring Shares to be issued for transfer to the shareholders of the Acquired Fund as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and nonassessable Class A shares, Class B shares, Class C shares and Class I shares of beneficial interest in the Acquiring Fund, and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof; (e) the execution and delivery of this Agreement did not, and the performance by the Acquiring Trust and the Acquiring Fund of their respective obligations hereunder will not, violate the Acquiring Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound; (f) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Trust or the Acquiring Fund of the transactions contemplated by this Agreement except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (g) except as previously disclosed, pursuant to section 4.2(f) above, such counsel does not know of any legal or governmental proceedings relating to the Acquiring FundTrust or the Acquiring Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (h) shall have entered into or adopted the Acquiring Trust is registered with the Securities and Exchange Commission as an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 company under the 1940 Act; and (i) to the best knowledge of such counsel, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring Fund’s operation as Trust or the Acquiring Fund or any of their properties or assets and neither the Acquiring Trust nor the Acquiring Fund is a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, party to or subject to the extent required by lawprovisions of any order, those trustees who are not “interested persons” (as defined in the 0000 Xxx) decree or judgment of the Successor Company any court or DIMA governmental body, which materially and who do not have a material interest in such agreement or plan or any related agreementadversely affects its business.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Trust and the Acquiring Fund of all the obligations to be performed by it them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations and warranties of the Successor Company The Acquiring Trust, on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date Trust a certificate executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyTrust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company made in this Agreement Acquiring Trust on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquiring Trust and the Acquiring Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to such other matters as be performed or satisfied under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 6.2 The Successor Company Trust shall have received a favorable opinion from Ropes & Gray, counsel to the Acquiring Trust for the transactions xxxtemplated hereby, dated the Closing Date and, in a form satisfactory to the Trust, to the following effect: (a) The Acquiring Trust is a business trust duly organized and validly existing under the laws of The Commonwealth of Massachusetts and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquiring Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust and By-laws of the Acquiring Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquiring Fund and, assuming the Prospectus and Registration Statement referred to in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Trust on behalf of the Acquired Fund, is the valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder and upon consummation of the transactions contemplated hereby the Acquiring Fund will have duly assumed such liabilities; (d) the Acquiring Shares to be issued for transfer to the shareholders of the Acquired Fund as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and nonassessable Class A shares, Class B shares, Class C shares and Class Z shares of beneficial interest in the Acquiring Fund, and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof; (e) the execution and delivery of this Agreement did not, and the performance by the Acquiring Trust and the Acquiring Fund of their respective obligations hereunder will not, violate the Acquiring Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound; (f) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Trust or the Acquiring Fund of the transactions contemplated by this Agreement except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (g) except as previously disclosed, pursuant to section 4.2(f) above, such counsel does not know of any legal or governmental proceedings relating to the Acquiring FundTrust or the Acquiring Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (h) shall have entered into or adopted the Acquiring Trust is registered with the Securities and Exchange Commission as an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 company under the 1940 Act; and (i) to the best knowledge of such counsel, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring Fund’s operation as Trust or the Acquiring Fund or any of their properties or assets and neither the Acquiring Trust nor the Acquiring Fund is a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, party to or subject to the extent required by lawprovisions of any order, those trustees who are not “interested persons” (as defined in the 0000 Xxx) decree or judgment of the Successor Company any court or DIMA governmental body, which materially and who do not have a material interest in such agreement or plan or any related agreementadversely affects its business.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of MST, on behalf of the Acquired Fund Fund, to consummate the transactions provided for herein shall be subject, at its MST's election, to the performance by MST, on behalf of the Acquiring Fund Fund, of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 6.1 6.1. All representations and warranties of the Successor Company MST, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company 6.2. MST, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund an Assumption of Liabilities, certified by an officer of the Acquiring Fund, dated as of the Closing Date, pursuant to which MST, on behalf of the Acquiring Fund, assumes all the Liabilities of the Acquired Fund existing on the Valuation Date; 6.3. MST, on behalf of the Acquiring Fund, shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name by the Successor Company’s MST's President or Vice President and its Treasurer or Assistant Treasurer, in form Treasurer and substance reasonably satisfactory to dated as of the Predecessor Company, Closing Date to the effect that the representations and warranties of the Successor Company made in this Agreement MST, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; 6.4. MST, and as to such other matters as the Predecessor Company reasonably requests. 6.3 The Successor Company (on behalf of and with respect to the Acquiring Fund) , shall have entered into performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or adopted an investment management agreement complied with the investment advisers as set forth in Appendix Bby MST, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans on behalf of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company, on or before the Closing Date; and 6.5. The investment management agreement number of full and each such agreement fractional Class A, B, C and plan Y Acquiring Fund Shares to be issued in connection with the Reorganization shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined calculated in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementaccordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of Veracity Trust, on behalf of the Acquired Fund Fund, to consummate the transactions provided for herein shall be subject, at its Veracity Fund's election, to the performance by MST, on behalf of the Acquiring Fund Fund, of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 6.1 All representations and warranties of the Successor Company MST, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company MST, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund an Assumption of Liabilities, certified by an officer of the Acquiring Fund, dated as of the Closing Date, pursuant to which MST, on behalf of the Acquiring Fund, assumes all the Liabilities of the Acquired Fund existing on the Valuation Date; 6.3 MST, on behalf of the Acquiring Fund, shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name by the Successor Company’s MST's President or Vice President and its Treasurer or Assistant Treasurer, in form Treasurer and substance reasonably satisfactory to dated as of the Predecessor Company, Closing Date to the effect that the representations and warranties of the Successor Company made in this Agreement MST, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; 6.4 MST, and as to such other matters as the Predecessor Company reasonably requests. 6.3 The Successor Company (on behalf of and with respect to the Acquiring Fund) , shall have entered into performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or adopted an investment management agreement complied with the investment advisers as set forth in Appendix Bby MST, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans on behalf of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation , on or before the Closing Date; and 6.5 MST, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed by MST's President or Vice President and its Treasurer or Assistant Treasurer and dated as a series of an open-end investment company. the Closing Date to the effect that MST, on behalf of the Acquiring Fund, has performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by MST, on behalf of the Acquiring Fund, on or before the Closing Date; and 6.6 The investment management agreement number of full and each such agreement fractional Class Y and plan A Acquiring Fund Shares to be issued in connection with the Reorganization shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined calculated in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementaccordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of Eclipse Funds Inc., on behalf of the Acquired Fund Fund, to consummate the transactions provided for herein shall be subject, at its Eclipse Funds Inc.’s election, to the performance by MainStay Funds Trust, on behalf of the Acquiring Fund Fund, of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 6.1 All representations and warranties of the Successor Company MainStay Funds Trust, on behalf of the Acquiring Fund Fund, contained in this Agreement Plan shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this AgreementPlan, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company MainStay Funds Trust, on behalf of the Acquiring Fund, shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in the name of the Acquiring Fund by its name by the Successor Company’s President or Vice President and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to Eclipse Funds Inc., and dated as of the Predecessor CompanyClosing Date, to the effect that the representations and warranties of the Successor Company made in this Agreement MainStay Funds Trust, on behalf of the Acquiring Fund Fund, made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this AgreementPlan, and as to such other matters as the Predecessor Company Eclipse Funds Inc. shall reasonably requests.request; 6.3 The Successor Company (MainStay Funds Trust, on behalf of and with respect to the Acquiring Fund) , shall have entered into performed all of the covenants and complied with all of the provisions required by this Plan to be performed or adopted an investment management agreement complied with the investment advisers as set forth in Appendix Bby MainStay Funds Trust, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans on behalf of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. , on or before the Closing Date; and 6.4 The investment management agreement Acquired Fund and the Acquiring Fund each such agreement and plan shall have been approved by agreed on the Successor Boardnumber of full and fractional Investor Class, includingClass A, to the extent required by lawClass C, those trustees who are not “interested persons” and Class I Acquiring Fund Shares (as defined applicable) to be issued in connection with the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest Reorganization after such number has been calculated in such agreement or plan or any related agreementaccordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 6.1 6.1. All representations and warranties of the Successor Company on behalf of Trust, with respect to the Acquiring Fund Acquired Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date; and there shall be (i) no pending or threatened litigation brought by any person (other than Acquiring Fund, its adviser or any of their affiliates) against the Acquired Fund, the Acquiring Fund or their advisers, directors, trustees or officers arising out of this Agreement and (ii) no facts known to the Acquired Fund which the Acquired Fund reasonably believes might result in such litigation. 6.2 6.2. The Successor Company Acquiring Fund shall have delivered to the Predecessor Company Acquired Fund on the Closing Date a certificate executed in its name by the Successor Company’s its President or a Vice President and its Treasurer or Assistant TreasurerPresident, in a form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Trust, with respect to the Acquiring Fund, made in this Agreement on behalf of the Acquiring Fund are true and correct at on and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Predecessor Company Acquired Fund shall reasonably requests.request; 6.3 6.3. The Successor Company (Acquired Fund shall have received on behalf the Closing Date an opinion of and with respect Dechert Price & Xxxxxx, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that: (a) The Trust has been duly formed and is an existing business trust; (b) the Acquiring Fund) shall have entered into or adopted an investment management agreement Fund has the power to carry on its business as presently conducted in accordance with the investment advisers as set forth description thereof in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 the Trust's registration statement under the 1940 Act; (c) the Agreement has been duly authorized, shareholder services plansexecuted and delivered by the Trust, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for on behalf of the Acquiring Fund’s operation , and constitutes a valid and legally binding obligation of the Trust, on behalf of the Acquiring Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution and delivery of the Agreement did not, and the exchange of the Acquired Fund's assets for Acquiring Fund Shares pursuant to the Agreement will not, violate the Acquiring Fund's Declaration of Trust, as a series amended, or By-laws; and (e) to the knowledge of an open-end investment companysuch counsel, all regulatory consents, authorizations, approvals or filings required to be obtained or made by the Acquiring Fund under the Federal laws of the United States or the laws of the Commonwealth of Massachusetts for the exchange of the Acquired Fund's assets for Acquiring Fund Shares, pursuant to the Agreement have been obtained or made; and 6.4. The investment management agreement and each such agreement and plan Acquiring Fund shall have been approved performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Successor Board, including, to Acquiring Fund on or before the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementClosing Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 6.1 All representations and warranties of by the Successor Company Acquiring Trust, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company Acquiring Trust shall have delivered to the Predecessor Company Acquired Trust on the Closing Date a certificate of the Acquiring Trust, on behalf of the Acquiring Fund, executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Trust made in this Agreement on behalf of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 6 has been met, and as to such other matters as the Predecessor Company Acquired Trust shall reasonably requests.request; 6.3 The Successor Company (Acquiring Trust, on behalf of and the Acquiring Fund, shall have delivered to Bingham McCutchen LLP an Acquiring Fund Tax Representation Certificate, xxxxxxxcxxxx xx Xingham McCutchen LLP, in a form mutually acceptable to the Acquiring Trxxx xxx xxx Xxxxxred Trust, concerning certain tax-related matters with respect to the Acquired Fund; and 6.4 With respect to the Acquiring Fund) , the Board of Trustees of the Acquiring Trust shall have entered into or adopted an investment management agreement with determined that the investment advisers as set forth Reorganization is in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans the best interests of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each Fund and, based upon such agreement and plan determination, shall have been approved by this Agreement and the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementtransactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of each of the Acquired Fund Funds to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Funds in writing: 6.1 6.1. All representations and warranties of by the Successor Company Acquiring Trust on behalf of the each Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 6.2. The Successor Company Acquiring Trust shall have delivered to the Predecessor Company FFTW Funds on the Closing Date a certificate of the Acquiring Trust on behalf of the Acquiring Fund executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to FFTW Funds and dated as of the Predecessor CompanyClosing Date, to the effect that the representations and warranties of the Successor Company Acquiring Trust made in this Agreement on behalf of the Acquiring Fund are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 6 have been met, and as to such other matters as the Predecessor Company FFTW Funds shall reasonably requests.request; 6.3 6.3. The Successor Company (Acquiring Trust on behalf of the Acquiring Funds shall have delivered to FFTW Funds and Dechert LLP an Acquiring Fund Tax Representation Certificate, satisfactory to FFTW Funds and Dechert LLP, substantially in the form attached to this Agreement as Annex A, concerning certain tax-related matters with respect to the Acquiring Fund) Funds; 6.4. With respect to the Acquiring Funds, the Board of Trustees of the Acquiring Trust shall have entered into or adopted an investment management agreement with determined that the investment advisers as set forth Reorganization is in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans the best interests of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each Funds and, based upon such agreement and plan determination, shall have been approved this Agreement and the transactions contemplated hereby; and 6.5. FFTW Funds shall have received at the Closing a favorable opinion as to the due authorization of this Agreement by the Successor BoardAcquiring Trust and related matters of Dechert LLP, including, to the extent required by law, those trustees who are not “interested persons” (dated as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have Closing Date, in a material interest in such agreement or plan or any related agreementform reasonably satisfactory to FFTW Funds.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Company and the Acquiring Fund of all the obligations to be performed by it them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations and warranties of the Successor Company 6.1. The Acquiring Company, on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date Trust a certificate executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyTrust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Acquiring Company made in this Agreement on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquiring Company and the Acquiring Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to such other matters as be performed or satisfied under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 6.2. The Successor Company (Acquiring Company, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund an Assumption of Liabilities dated as of the Closing Date pursuant to which the Acquiring Fund will assume all of the liabilities of the Acquired Fund existing at the Valuation Date in connection with respect the transactions contemplated by this Agreement, other than liabilities pursuant to this Agreement. 6.3. The Trust shall have received a favorable opinion from Ropes and Xxxx LLP, counsel to the Acquiring FundCompany for the transactions contemplated hereby, dated the Closing Date and, in a form satisfactory to the Trust, to the following effect: (a) shall have entered into or adopted an investment management agreement the Acquiring Company is a corporation duly organized and validly existing under the laws of the State of Maryland and has power and authority necessary to own all of its properties and assets and to carry on its business substantially as described in the Registration Statement referred to in paragraph 5.3, and the Acquiring Fund is a separate series thereof duly constituted in accordance with the investment advisers applicable provisions of the 1940 Act and the Articles of Incorporation and By-laws of the Acquiring Company; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquiring Fund and, assuming the Prospectus/Proxy Statement and Registration Statement referred to in paragraph 5.3 comply with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Trust on behalf of the Acquired Fund, is the valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, except (i) as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and general equitable principles and (ii) insofar as rights to indemnity thereunder may be limited by federal or state securities laws; (c) the Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder; (d) the Acquiring Shares to be issued for transfer to the shareholders of the Acquired Fund as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and non-assessable Class A shares of common stock of the Acquiring Fund, assuming that as consideration for such shares not less than the net asset value of such shares has been paid and that the conditions set forth in Appendix Bthis Agreement have been satisfied, and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect of such shares; (e) the execution and delivery of this Agreement by the Acquiring Company on behalf of the Acquiring Fund did not, and the performance by the Acquiring Company and the Acquiring Fund of their respective obligations hereunder will not, violate the Acquiring Company’s Articles of Incorporation or By-laws, or any provision of any agreement known to such counsel to which the Acquiring Company or the Acquiring Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquiring Company or the Acquiring Fund is a party or by which either of them is bound; (f) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Company or the Acquiring Fund of the transactions contemplated by this Agreement, except such as may be required under state securities or blue sky laws or such as have been obtained; (g) such counsel does not know of any legal or governmental proceedings relating to the Acquiring Company or the Acquiring Fund existing on or before the date of mailing of the Prospectus/Proxy Statement referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described therein; (h) the Acquiring Company is registered with the Securities and Exchange Commission as an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 investment company under the 1940 Act; and (i) to the knowledge of such counsel, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring FundCompany or the Acquiring Fund or any of their properties or assets that would impair the Acquiring Company’s operation as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Boardability to perform its obligations under this Agreement, includingand, to the extent required by lawknowledge of such counsel, those trustees who are not “interested persons” (as defined in neither the 0000 Xxx) Acquiring Company nor the Acquiring Fund is a party to or subject to the provisions of the Successor Company any order, decree or DIMA judgment of any court or governmental body, which materially and who do not have a material interest in such agreement or plan or any related agreementadversely affects its business.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 6.1 All representations and warranties of by the Successor Company Acquiring Trust, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company Acquiring Trust shall have delivered to the Predecessor Company Acquired Trust on the Closing Date a certificate of the Acquiring Trust, on behalf of the Acquiring Fund, executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Trust made in this Agreement on behalf of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Article 6 have been met, and as to such other matters as the Predecessor Company Acquired Trust shall reasonably requests.request; 6.3 The Successor Company (Acquiring Trust, on behalf of the Acquiring Fund, shall have delivered to the Acquired Trust and Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP an Acquiring Fund Tax Representation Certificate, satisfactory to the Acquiring Trust and Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, in a form mutually acceptable to the Acquiring Trust and the Acquired Trust, concerning certain tax-related matters with respect to the Acquired Fund; 6.4 The Board of Trustees of the Acquiring Fund) Trust shall have entered into or adopted an investment management agreement with determined that the investment advisers Reorganization is in the best interests of the Acquiring Fund and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby; and 6.5 The Acquired Trust, on behalf of the Acquired Fund, shall have received at the Closing a favorable opinion as set forth in Appendix Bto the due authorization of this Agreement by the Acquiring Trust, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans on behalf of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation , and related matters of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, dated as of the Closing Date, in a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, form reasonably satisfactory to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementAcquired Trust.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Trust and the Acquiring Fund of all the obligations to be performed by it them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations and warranties of the Successor Company The Acquiring Trust, on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date Trust a certificate executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyTrust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company made in this Agreement Acquiring Trust on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquiring Trust and the Acquiring Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to such other matters as be performed or satisfied under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 6.2 The Successor Company Trust shall have received a favorable opinion from Ropes & Xxxx, counsel to the Acquiring Trust for the transactions contemplated hereby, dated the Closing Date and, in a form satisfactory to the Trust, to the following effect: (a) The Acquiring Trust is a business trust duly organized and validly existing under the laws of The Commonwealth of Massachusetts and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquiring Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust and By-laws of the Acquiring Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquiring Fund and, assuming the Prospectus and Registration Statement referred to in paragraph 5.3 complies with respect applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Trust on behalf of the Acquired Fund, is the valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder and upon consummation of the transactions contemplated hereby the Acquiring Fund will have duly assumed such liabilities; (d) the Acquiring Shares to be issued for transfer to the shareholders of the Acquired Fund as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and nonassessable Class A shares, Class B shares and Class C shares of beneficial interest in the Acquiring Fund, and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof; (e) shall the execution and delivery of this Agreement did not, and the performance by the Acquiring Trust and the Acquiring Fund of their respective obligations hereunder will not, violate the Acquiring Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound; (f) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Trust or the Acquiring Fund of the Transactions contemplated by this Agreement except such as may be required under state securities or "Blue Sky" laws or such as have entered into been obtained; (g) except as previously disclosed, pursuant to section 4.2(f) above, such counsel does not know of any legal or adopted governmental proceedings relating to the acquiring Trust or the Acquiring Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (h) the Acquiring Trust is registered with the Securities and Exchange Commission as an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 company under the 1940 Act; and (i) to the best knowledge of such counsel, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the acquiring Trust or the Acquiring Fund’s operation as Fund or any of their properties or assets and neither the Acquiring Trust nor the acquiring Fund is a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, party to or subject to the extent required by lawprovisions of any order, those trustees who are not “interested persons” (as defined in the 0000 Xxx) decree or judgment of the Successor Company any court or DIMA governmental body, which materially and who do not have a material interest in such agreement or plan or any related agreementadversely affects its business.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 6.1 (a) All representations and warranties of the Successor Company on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Effective Time, with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company Effective Time. At the Effective Time, UAM Funds shall have delivered to the Predecessor Company on the Closing Date received a certificate executed in its name by from the Successor Company’s President or Vice President of INVESCO Counselor Funds, dated as of such date, certifying on behalf of INVESCO Counselor Funds that as of such date the conditions set forth in this clause (a) have been met. (b) The Acquired Fund shall have received an opinion of counsel for the Acquiring Fund, dated as of the Effective Time, addressed to and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to counsel for the Predecessor CompanyAcquired Fund, to the effect that that: (i) the representations Acquiring Fund is a duly organized and warranties validly existing series of INVESCO Counselor Funds under the laws of the Successor Company made in State of Maryland; (ii) INVESCO Counselor Funds is an open-end management investment company registered under the 1940 Act; (iii) this Agreement and the Reorganization provided for herein and the execution of this Agreement have been duly authorized and approved by all requisite corporate action of INVESCO Counselor Funds on behalf of the Acquiring Fund are true and correct at this Agreement has been duly executed and as of the Closing Date, except as they may be affected delivered by the transactions contemplated by this Agreement, and as to such other matters as the Predecessor Company reasonably requests. 6.3 The Successor Company (INVESCO Counselor Funds on behalf of the Acquiring Fund and with respect to is a valid and binding obligation of the INVESCO Counselor Funds on behalf of the Acquiring Fund, subject to applicable bankruptcy, insolvency, fraudulent conveyance and similar laws or court decisions regarding enforcement of creditors' rights generally; (iv) shall have entered into to the best of counsel's knowledge, no consent, approval, order or adopted an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans other authorization of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer any Federal or state court or administrative or regulatory agency agreement with DWS Investments Service Company, and other agreements necessary is required for INVESCO Counselor Funds on behalf of the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each Fund to enter into this Agreement or carry out its terms that has not already been obtained, other than where the failure to obtain any such agreement and plan shall have been approved by the Successor Boardconsent, includingapproval, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company order or DIMA and who do authorization would not have a material interest adverse effect on the operations of the Acquiring Fund; and (v) the Acquiring Fund Shares to be issued in the Reorganization have been duly authorized and upon issuance thereof in accordance with this Agreement will be validly issued, fully paid and non-assessable. (c) At the Effective Time, INVESCO Counselor Funds shall have performed and complied in all material respects with each of its agreements and covenants required by this Agreement to be performed or complied with by INVESCO Counselor Funds prior to or at the Effective Time and UAM Funds shall have received a certificate from the President or Vice President of INVESCO Counselor Funds, dated as of such agreement or plan or any related agreementdate, certifying on behalf of INVESCO Counselor Funds that the conditions set forth in this clause (c) have been, and continue to be, satisfied.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund Trust on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at its their own election, to the performance by the Acquiring Fund Trust, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 6.1 All representations and warranties of the Successor Company Acquiring Trust, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company Acquiring Trust, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquiring Trust, on behalf of the Acquiring Fund, on or before the Closing Date. 6.3 The Acquiring Trust, on behalf of the Acquiring Fund, shall have executed and delivered an assumption of the Liabilities (the “Assumption Instrument”) and all such other agreements and instruments as the Acquired Trust, on behalf of the Acquired Fund, may reasonably deem necessary or desirable in order to vest in and confirm (a) the Acquired Trust, on behalf of the Acquired Fund, has title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) the Acquired Trust’s, on behalf of the Acquiring Fund, assumption of all of the Liabilities and otherwise to carry out the intent and purpose of this Agreement. 6.4 The Acquiring Trust, on behalf of the Acquiring Fund, shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its the name of the Acquiring Trust, on behalf of the Acquiring Fund, by the Successor Company’s President or Vice President and its the Treasurer or Assistant TreasurerTreasurer of the Acquiring Trust, in a form and substance reasonably satisfactory to the Predecessor CompanyAcquired Trust, to the effect that the representations and warranties of the Successor Company made in this Agreement on behalf of the Acquiring Fund are true Acquired Fund, and correct at and dated as of the Closing Date, except as they may be affected by to the transactions contemplated by this Agreement, matters set forth in paragraphs 6.1 and 6.2 and as to such other matters as the Predecessor Company Acquired Trust shall reasonably requestsrequest. 6.3 6.5 The Successor Company (on behalf of Acquired Fund and with respect to the Acquiring Fund) Fund shall have entered into or adopted an investment management agreement agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the investment advisers as set forth Reorganization after such number has been calculated in Appendix B, an Administrative Services Agreement accordance with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementparagraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions: 6.1 6.1. All representations and warranties of the Successor Company on behalf of the Acquiring Fund contained c ontained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions actions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 6.2. The Successor Company Acquiring Fund shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name by the Successor Company’s President or its Chairman, President, Vice President and its President, Secretary, Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Fund made in this Agreement on behalf of the Acquiring Fund are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, Agreement and as to such other matters as the Predecessor Company Acquired Fund shall reasonably requests.request; and 6.3 6.3. The Successor Company (Acquired Fund shall have received on behalf of and with respect the Closing Date a favorable opinion from Xxxxxxx Xxxx & Xxxxxxxxx, counsel to the Acquiring Fund, dated as of the Closing Date, in a form reasonably satisfactory to the Acquired Fund, covering the following points: That (a) shall have entered into the Credit Suisse Institutional Fund, Inc. is a validly existing corporation and in good standing under the laws of the State of Maryland, and has the corporate power to own all of its properties and assets and to carry on its business as a registered investment company; (b) the Agreement has been duly authorized, executed and delivered by the Credit Suisse Institutional Fund, Inc. on behalf of the Acquiring Fund and the Acquiring Fund is a duly established portfolio of the Credit Suisse Institutional Fund, Inc. and, assuming due authorization, execution and delivery of the Agreement by the other parties thereto, is a valid and binding obligation of the Credit Suisse Institutional Fund, Inc. enforceable against the Acquiring Fund in accordance with its terms, subject to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws of general applicability relating to or adopted an investment management agreement affecting creditors' rights and to general equity principles; (c) the Acquiring Fund Shares to be issued to the Acquired Fund Shareholders as provided by this Agreement are duly authorized and upon such delivery will be validly issued and outstanding and are fully paid and non-assessable, and no shareholder of the Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; (d) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, conflict with the investment advisers Credit Suisse Institutional Fund, Inc.'s Articles of Incorporation or By-Laws or result in a material violation of any provision of any material agreement (known to such counsel) to which the Credit Suisse Institutional Fund, Inc. is a party or by which it or its property is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any material agreement, judgment or decree to which the Credit Suisse Institutional Fund, Inc. is a party or by which it or its property is bound; (e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Maryland is required for the consummation by the Acquiring Fund of the actions contemplated herein, except such as set forth in Appendix Bhave been obtained under the 1933 Act, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 under the 1934 Act and the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for such as may be required under state securities laws; (f) only insofar as they relate to the Acquiring Fund’s operation , the descriptions in the Proxy Statement of statutes, legal and governmental proceedings, investigations, orders, decrees or judgments of any court or governmental body in the United States and contracts and other documents, if any, are accurate and fairly present the information required to be shown; (g) to the knowledge of such counsel, there is no legal, administrative or overnmental proceeding, investigation, order, decree or judgment of any court or governmental body, only insofar as a series they relate to the Acquiring Fund or its assets or properties, pending, threatened or otherwise existing on or before the effective date of the N-14 Registration Statement or the Closing Date, which are required to be described in the N-14 Registration Statement or to be filed as an open-end exhibit to the N-14 Registration Statement which is not described and filed as required or which materially and adversely affect the Acquiring Fund's business; (h) the Credit Suisse Institutional Fund, Inc. is registered as an investment company. The investment management agreement and each such agreement and plan shall have been approved by company under the Successor Board, including1940 Act and, to the extent required by knowledge of such counsel, its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (i) the Proxy Statement, as of its date, appeared on its face to be appropriately responsive in all material respects to the requirements of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder; provided, however, that such counsel shall be entitled to state that it does not assume any responsibility for the accuracy, completeness or fairness of the Proxy Statement. With respect to all matters of Maryland law, those trustees such counsel shall be entitled to state that, with the approval of the Acquired Fund, they have relied upon the opinion of Xxxxxxx, Baetjer and Xxxxxx, LLP, and that their opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in the opinion of Xxxxxxx, Baetjer and Xxxxxx, LLP. Such opinion also shall include such other matters incident to the transaction contemplated hereby as the Acquired Fund may reasonably request. In this paragraph 6.3, references to the Proxy Statement include and relate only to the text of such Proxy Statement and not, except as specifically stated above, to any exhibits or attachments thereto or to any documents incorporated by reference therein. 6.4. The Board of Directors of the Acquiring Fund, including a majority of the directors who are not “"interested persons” " of the Acquiring Fund (as defined in the 0000 Xxx) 1940 Act), shall have determined that this Agreement and the transactions contemplated hereby are in the best interests of the Successor Company or DIMA Acquiring Fund and who do that the interests of the shareholders in the Acquiring Fund would not be diluted as a result of such transactions, and the Acquiring Fund shall have delivered to the Acquired Fund at the Closing, a material interest certificate, executed by an officer, to the effect that the condition described in such agreement or plan or any related agreementthis subparagraph has been satisfied.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subjectbe, at its election, subject to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 6.1 5.1. All representations and warranties of by the Successor Company Company, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 5.2. The Successor Company shall have delivered to the Predecessor Company Trust on the Closing Date a certificate of the Company, on behalf of the Acquiring Fund, executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyCompany and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company made in this Agreement on behalf of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that each of the conditions to Closing in this Section 5 have been met, and as to such other matters as the Predecessor Company Trust shall reasonably requests.request; 6.3 5.3. The Successor Company (Company, on behalf of the Acquiring Fund, shall have delivered to the Company and Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP an Acquiring Fund Tax Representation Certificate, satisfactory to the Company and Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, in a form mutually acceptable to the Trust and the Company, concerning certain tax-related matters with respect to the Acquiring Acquired Fund) ; and 5.4. The Board of Directors of the Company shall have entered into or adopted an investment management agreement with determined that the investment advisers as set forth Reorganization is in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans the best interests of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each Fund and, based upon such agreement and plan determination, shall have been approved by this Agreement and the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementtransactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder the Acquiring Fund pursuant to this Agreement on or before the Closing Date Date, and, in addition theretoaddition, subject to the following conditions: 6.1 All representations representations, covenants, and warranties of the Successor Company on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof andClosing Date, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the that Closing Date. 6.2 . The Successor Company Acquiring Fund shall have delivered to the Predecessor Company Acquired Fund on the such Closing Date a certificate executed in its the Acquiring Fund’s name by the Successor CompanyIMST Trust’s President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor Company, to the effect that the representations Acquired Fund and warranties of the Successor Company made in this Agreement on behalf of the Acquiring Fund are true and correct at and dated as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, to such effect and as to such other matters as the Predecessor Company Acquired Fund shall reasonably requestsrequest. 6.2 The IMST Trust, on behalf of the Acquiring Fund, shall have executed and delivered to the Trust an Assumption of Liabilities dated as of the Closing Date pursuant to which the Acquiring Fund will assume all of the Assumed Liabilities of the Acquired Fund not discharged prior to the Closing Date in accordance with Section 1.3 of this Agreement. 6.3 The Successor Company Acquired Fund shall have received on the Closing Date a certificate from the President of the IMST Trust, dated as of the Closing Date, addressing the following points: (i) The IMST Trust is a statutory trust validly existing and in good standing under the laws of the State of Delaware and has the power to own all of its properties and assets and to carry on behalf its business as presently conducted and described in the registration statement on Form N-1A of the IMST Trust, and the Acquiring Fund is a separate series of the IMST Trust constituted in accordance with the applicable provisions of the 1940 Act and the Amended and Restated Agreement and Declaration of Trust of the IMST Trust. (ii) The IMST Trust is registered with the SEC as an investment company under the 1940 Act and such registration with the SEC is in full force and effect. (iii) Assuming that consideration of not less than the NAV of the Acquiring Fund Shares has been paid, the Acquiring Fund Shares to be issued and delivered to the Acquired Fund, as provided by this Agreement, are duly authorized and upon such delivery will be legally issued and outstanding and fully paid and non-assessable, and no shareholder of the Acquiring Fund has any preemptive rights with respect to Acquiring Fund Shares. (iv) The N-14 Registration Statement has been filed with the SEC and no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required for consummation by the Acquiring Fund of the transactions contemplated herein, except as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and as may be required under Delaware securities laws. (v) The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated herein will not, result in a violation of the IMST Trust’s Amended and Restated Agreement and Declaration of Trust. (vi) To the knowledge of the President of the IMST Trust, except as has been disclosed in writing to the Trust, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the IMST Trust or the Acquiring Fund or any of their properties or assets or any person who the IMST Trust or the Acquiring Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and neither the IMST Trust nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions contemplated hereby. 6.4 The N-1A Registration Statement filed by the IMST Trust with the SEC to register the offer of the sale of the Acquiring Fund Shares will be in effect on the Closing Date. 6.5 Subject to Section 6.3, as of the Closing Date with respect to the Reorganization of the Acquired Fund, there shall have been no material change in the investment objective, policies and restrictions nor any material change in the investment management fees, other fees payable for services provided to the Acquiring Fund) shall have entered into , or adopted an investment management agreement with fee waiver or expense reimbursement undertakings of the investment advisers Acquiring Fund from those fee amounts and undertakings of the Acquiring Fund described in the N-14 Registration Statement or N-1A Registration Statement. 6.6 The IMST Trust Board of Trustees, including a majority of Trustees who are not "interested persons" of the IMST Trust as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 defined under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for has determined that the transactions contemplated by this Agreement are in the best interests of the Acquiring Fund’s operation Fund and that the interests of the existing shareholders of the Acquiring Fund would not be diluted as a series result of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementtransactions.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of MST II, on behalf of the Acquired Fund Fund, to consummate the transactions provided for herein shall be subject, at its MST II's election, to the performance by MST, on behalf of the Acquiring Fund Fund, of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 6.1 6.1. All representations and warranties of the Successor Company MST, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company 6.2. MST, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund an Assumption of Liabilities, certified by an officer of the Acquiring Fund, dated as of the Closing Date, pursuant to which MST, on behalf of the Acquiring Fund, assumes all the Liabilities of the Acquired Fund existing on the Valuation Date; 6.3. MST, on behalf of the Acquiring Fund, shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name by the Successor Company’s MST's President or Vice President and its Treasurer or Assistant Treasurer, in form Treasurer and substance reasonably satisfactory to dated as of the Predecessor Company, Closing Date to the effect that the representations and warranties of the Successor Company made in this Agreement MST, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; 6.4. MST, and as to such other matters as the Predecessor Company reasonably requests. 6.3 The Successor Company (on behalf of and with respect to the Acquiring Fund) , shall have entered into performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or adopted an investment management agreement complied with the investment advisers as set forth in Appendix Bby MST, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans on behalf of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company, on or before the Closing Date; and 6.5. The investment management agreement number of full and each such agreement fractional Class A, B, C, R, and plan Y Acquiring Fund Shares to be issued in connection with the Reorganization shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined calculated in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementaccordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Trust and the Acquiring Fund of all the obligations to be performed by it them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations and warranties of the Successor Company The Acquiring Trust, on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date Trust a certificate executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyTrust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company made in this Agreement Acquiring Trust on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquiring Trust and the Acquiring Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to such other matters as be performed or satisfied under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 6.2 The Successor Company Trust shall have received a favorable opinion from Ropes & Xxxx, counsel to the Acquiring Trust for the transactions contemplated hereby, dated the Closing Date and, in a form satisfactory to the Trust, to the following effect: (a) The Acquiring Trust is a business trust duly organized and validly existing under the laws of The Commonwealth of Massachusetts and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquiring Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust and By-laws of the Acquiring Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquiring Fund and, assuming the Prospectus and Registration Statement referred to in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Trust on behalf of the Acquired Fund, is the valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder and upon consummation of the transactions contemplated hereby the Acquiring Fund will have duly assumed such liabilities; (d) the Acquiring Shares to be issued for transfer to the shareholders of the Acquired Fund as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and nonassessable Class A shares, Class B shares, Class C shares and Class I shares of beneficial interest in the Acquiring Fund, and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof; (e) the execution and delivery of this Agreement did not, and the performance by the Acquiring Trust and the Acquiring Fund of their respective obligations hereunder will not, violate the Acquiring Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound; (f) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Trust or the Acquiring Fund of the transactions contemplated by this Agreement except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (g) except as previously disclosed, pursuant to section 4.2(f) above, such counsel does not know of any legal or governmental proceedings relating to the Acquiring FundTrust or the Acquiring Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (h) shall have entered into or adopted the Acquiring Trust is registered with the Securities and Exchange Commission as an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 company under the 1940 Act; and (i) to the best knowledge of such counsel, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring Fund’s operation as Trust or the Acquiring Fund or any of their properties or assets and neither the Acquiring Trust nor the Acquiring Fund is a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, party to or subject to the extent required by lawprovisions of any order, those trustees who are not “interested persons” (as defined in the 0000 Xxx) decree or judgment of the Successor Company any court or DIMA governmental body, which materially and who do not have a material interest in such agreement or plan or any related agreementadversely affects its business.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder the Acquiring Fund pursuant to this Agreement on or before the Closing Date Date, and, in addition theretoaddition, subject to the following conditions: 6.1 All representations representations, covenants, and warranties of the Successor Company on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof andClosing Date, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the that Closing Date. 6.2 . The Successor Company Acquiring Fund shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its the Acquiring Fund’s name by the Successor CompanyLoCorr Trust’s President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor Company, to the effect that the representations Acquired Fund and warranties of the Successor Company made in this Agreement on behalf of the Acquiring Fund are true and correct at and dated as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, to such effect and as to such other matters as the Predecessor Company Acquired Fund shall reasonably requestsrequest. 6.2 The LoCorr Trust, on behalf of the Acquiring Fund, shall have executed and delivered to the Xxxxxx Trust an Assumption of Liabilities dated as of the Closing Date pursuant to which the Acquiring Fund will assume all of the Assumed Liabilities of the Acquired Fund not discharged prior to the Closing Date in accordance with Section 1.3 of this Agreement. 6.3 The Successor Company Acquired Fund shall have received on the Closing Date a certificate from the President of the LoCorr Trust, dated as of the Closing Date, addressing the following points: (i) The LoCorr Trust is a business trust validly existing and in good standing under the laws of the State of Ohio and has the power to own all of its properties and assets and to carry on behalf its business as presently conducted and described in the registration statement on Form N-1A of the LoCorr Trust, and the Acquiring Fund is a separate series of the LoCorr Trust constituted in accordance with the applicable provisions of the 1940 Act and the Amended and Restated Agreement and Declaration of Trust of the LoCorr Trust. (ii) The LoCorr Trust is registered with the SEC as an investment company under the 1940 Act and such registration with the SEC is in full force and effect. (iii) The Acquiring Fund Shares to be issued and delivered to the Acquired Fund, as provided by this Agreement, are duly authorized and upon such delivery will be legally issued and outstanding and fully paid and non-assessable, and no shareholder of the Acquiring Fund has any preemptive rights with respect to Acquiring Fund Shares. (iv) The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated herein will not, result in a violation of the LoCorr Trust’s Amended and Restated Agreement and Declaration of Trust. (v) The N-14 Registration Statement has been filed with the SEC and no consent, approval, authorization or order of any court or governmental authority under U.S. federal law or the Delaware Statutory Trust Act is required to be obtained for consummation by the LoCorr Trust and the Acquiring Fund of the transactions contemplated herein, except as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and as may be required under Delaware securities laws. (vi) To the knowledge of the President of the LoCorr Trust, except as has been disclosed in writing to the Xxxxxx Trust, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the LoCorr Trust or the Acquiring Fund or any of their properties or assets or any person whom the LoCorr Trust or the Acquiring Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and neither of the LoCorr Trust nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions contemplated hereby. 6.4 The N-1A Registration Statement filed by the LoCorr Trust with the SEC to register the offer of the sale of the Acquiring Fund Shares will be in effect on the Closing Date. 6.5 Subject to Section 6.3 as of the Closing Date with respect to the Reorganization of the Acquired Fund, there shall have been no material change in the investment objective, policies and restrictions nor any material change in the investment management fees, fee levels payable pursuant to the shareholder servicing plan, other fees payable for services provided to the Acquiring Fund) shall have entered into , or adopted an investment management agreement with fee waiver or expense reimbursement undertakings of the investment advisers Acquiring Fund from those fee amounts and undertakings of the Acquiring Fund described in the N-14 Registration Statement or N-1A Registration Statement. 6.6 The LoCorr Trust Board of Trustees, including a majority of Trustees who are not "interested persons" of the LoCorr Trust as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 defined under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for has determined that the transactions contemplated by this Agreement are in the best interests of the Acquiring Fund’s operation Fund and that the interests of the existing shareholders of the Acquiring Fund would not be diluted as a series result of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementtransactions.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Trust and the Acquiring Fund of all the obligations to be performed by it them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations and warranties of the Successor Company The Acquiring Trust, on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date Trust a certificate executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyTrust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company made in this Agreement Acquiring Trust on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquiring Trust and the Acquiring Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to such other matters as be performed or satisfied under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 6.2 The Successor Company Trust shall have received a favorable opinion from Ropes & Gray, counsel to the Acquiring Trust for the transactions contemplated hereby, dated the Closing Date and, in a form satisfactory to the Trust, to the following effect: (a) The Acquiring Trust is a business trust duly organized and validly existing under the laws of The Commonwealth of Massachusetts and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquiring Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust and By-laws of the Acquiring Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquiring Fund and, assuming the Prospectus and Registration Statement referred to in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Trust on behalf of the Acquired Fund, is the valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder and upon consummation of the transactions contemplated hereby the Acquiring Fund will have duly assumed such liabilities; (d) the Acquiring Shares to be issued for transfer to the shareholders of the Acquired Fund as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and nonassessable Class A shares, Class B shares, Class C shares, Class Z shares and Class S shares of beneficial interest in the Acquiring Fund, and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof; (e) the execution and delivery of this Agreement did not, and the performance by the Acquiring Trust and the Acquiring Fund of their respective obligations hereunder will not, violate the Acquiring Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound; (f) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Trust or the Acquiring Fund of the transactions contemplated by this Agreement except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (g) except as previously disclosed, pursuant to section 4.2(f) above, such counsel does not know of any legal or governmental proceedings relating to the Acquiring FundTrust or the Acquiring Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (h) shall have entered into or adopted the Acquiring Trust is registered with the Securities and Exchange Commission as an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 company under the 1940 Act; and (i) to the best knowledge of such counsel, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring Fund’s operation as Trust or the Acquiring Fund or any of their properties or assets and neither the Acquiring Trust nor the Acquiring Fund is a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, party to or subject to the extent required by lawprovisions of any order, those trustees who are not “interested persons” (as defined in the 0000 Xxx) decree or judgment of the Successor Company any court or DIMA governmental body, which materially and who do not have a material interest in such agreement or plan or any related agreementadversely affects its business.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations and warranties of the Successor Company on behalf of the 6.1. The Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date Acquired Fund, a certificate executed in its name by the Successor Company’s its President or a Vice President and its Treasurer or an Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Fund made in this Agreement on behalf of the Acquiring Fund are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquiring Fund has complied with all the covenants and agreements and satisfied all of the conditions on their parts to such other matters as be performed or satisfied under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 6.2. The Successor Company Acquired Fund shall have received a favorable opinion of Xxxxxxxx & Xxxxxxxx LLP, counsel to the Acquiring Fund for the transactions contemplated hereby, dated the Closing Date and, in a form satisfactory to the Acquire Fund, to the following effect: (a) The Acquiring Trust is a Delaware statutory trust duly organized and validly existing under the laws of the State of Delaware and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquiring Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust and Bylaws of the Acquiring Trust; (b) This Agreement has been duly authorized, executed and delivered on behalf of the Acquiring Fund and, assuming the Registration Statement and Prospectus/Proxy Statement referred to in paragraph 5.3 comply with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquired Fund is the valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles; (c) The Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder and upon consummation of the transactions contemplated hereby the Acquiring Fund will have duly assumed such liabilities; (d) The Acquisition Shares to be issued for transfer to the Acquired Fund shareholders as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and nonassessable shares in the Acquiring Fund, and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof; (e) The execution and delivery of this Agreement did not, and the performance by the Acquiring Fund of its obligations hereunder will not, violate the Acquiring Fund’s organizational documents, or any provision of any agreement known to such counsel to which the Acquiring Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquiring Fund is a party or by which it is bound; (f) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement except such as may be required under state securities or “Blue Sky” laws or such as have been obtained; (g) Such counsel does not know of any legal or governmental proceedings relating to the Acquiring FundFund existing on or before the date of mailing of the Prospectus/Proxy Statement referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement which are not described as required; (h) shall have entered into or adopted The Acquiring Trust is registered with the Securities and Exchange Commission as an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 company under the 1940 Act; and (i) To the knowledge of such counsel, shareholder services plansexcept as has been disclosed in writing to the Acquired Fund, a transfer agency agreement no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring Fund or any of its properties or assets or any person whom the Acquired Fund may be obligated to indemnify in connection with DWS Investments Service Companysuch litigation, proceeding or investigation, and other agreements necessary for the Acquiring Fund’s operation as Fund is not a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, party to or subject to the extent required by lawprovisions of any order, those trustees who are not “interested persons” (as defined in decree or judgment of any court or governmental body, which materially and adversely affects its business or its ability to consummate the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementtransaction contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations and warranties of the Successor Company on behalf of the The Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Fund made in this Agreement on behalf of the Acquiring Fund are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquiring Fund has complied with all the covenants and agreements and satisfied all of the conditions on their parts to such other matters as be performed or satisfied under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 6.2 The Successor Company Acquired Fund shall have received a favorable opinion of Ropes & Xxxx LLP, counsel to the Acquiring Fund for the transactions contemplated hereby, dated the Closing Date and, in a form satisfactory to the Acquired Fund, to the following effect: (a) The [Acquiring] Trust is an unincorporated voluntary association with transferable shares of beneficial interest (commonly referred to as a business trust) duly organized and validly existing under the laws of The Commonwealth of Massachusetts and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquiring Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust and Bylaws of the [Acquiring] Trust; (b) This Agreement has been duly authorized, executed and delivered on behalf of the Acquiring Fund and, assuming the Registration Statement and the Prospectus/Proxy Statement referred to in paragraph 5.3 comply with respect applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquired Fund, is the valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) The Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder and upon consummation of the transactions contemplated hereby the Acquiring Fund will have duly assumed such liabilities; (d) The Acquisition Shares to be issued for transfer to the Acquiring Fund) shall have entered into or adopted an investment management agreement with the investment advisers Acquired Fund Shareholders as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and nonassessable (except as set forth in Appendix the Acquiring Fund Prospectus) Class A, Class B, Class C and Class Z shares of beneficial interest in the Acquiring Fund, and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof; (e) The execution and delivery of this Agreement did not, and the performance by the Acquiring Fund of its respective obligations hereunder will not, violate the Trust's Declaration of Trust or Bylaws, or any provision of any agreement known to such counsel to which the Acquiring Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquiring Fund is a party or by which it is bound; (f) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (g) Such counsel does not know of any legal or governmental proceedings relating to the Acquiring Fund existing on or before the date of mailing of the Prospectus/Proxy Statement referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement which are not described as required; (h) The Trust is registered with the Securities and Exchange Commission as an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 investment company under the 1940 Act; and (i) To the knowledge of such counsel, shareholder services plansexcept as has been disclosed in writing to the Acquired Fund, a transfer agency agreement no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring Fund or any of their properties or assets or any person whom the Acquiring Fund may be obligated to indemnify in connection with DWS Investments Service Companysuch litigation, proceeding or investigation, and other agreements necessary for the Acquiring Fund’s operation as Fund is not a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, party to or subject to the extent required by lawprovisions of any order, those trustees who are not “interested persons” (as defined in decree or judgment of any court or governmental body, which materially and adversely affects its business or its ability to consummate the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementtransactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 6.1 (a) All representations and warranties of the Successor Company on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Effective Time, with the same force and effect as if made on and as of the Closing DateEffective Time. 6.2 (b) The Successor Company Acquired Fund shall have delivered received an opinion of counsel for the Acquiring Fund, dated as of the Effective Time, addressed to the Predecessor Company on the Closing Date a certificate executed in its name by the Successor Company’s President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to counsel for the Predecessor CompanyAcquired Fund, to the effect that that: (i) the representations Acquiring Fund is duly organized and warranties validly existing series of TIP Funds under the laws of the Successor Company made in Commonwealth of Massachusetts; (ii) TIP Funds is an open-end management investment company registered under the 1940 Act; (iii) this Agreement on behalf and the Reorganization provided for herein and the execution of this Agreement have been duly authorized and approved by all requisite corporate action of each of the Acquiring Fund are true and correct at this Agreement has been duly executed and as of the Closing Date, except as they may be affected delivered by the transactions contemplated by this Agreement, Acquiring Fund and as to such other matters as the Predecessor Company reasonably requests. 6.3 The Successor Company (on behalf is a valid and binding obligation of and with respect to the Acquiring Fund, subject to applicable bankruptcy, insolvency, fraudulent conveyance and similar laws or court decisions regarding enforcement of creditors' rights generally; (iv) shall have entered into to the best of counsel's knowledge, no consent, approval, order or adopted an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans other authorization of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer any Federal or state court or administrative or regulatory agency agreement with DWS Investments Service Company, and other agreements necessary is required for each of the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each Fund to enter into this Agreement or carry out its terms that has not already been obtained, other than where the failure to obtain any such agreement and plan shall have been approved by the Successor Boardconsent, includingapproval, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company order or DIMA and who do authorization would not have a material interest adverse effect on the operations of the Acquiring Fund; and (v) the Acquiring Fund Shares to be issued in such agreement or plan or any related agreementthe Reorganization have been duly authorized and upon issuance thereof in accordance with this Agreement will be validly issued, fully paid and nonassessable.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Trust and the Acquiring Fund of all the obligations to be performed by it them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations and warranties of the Successor Company The Acquiring Trust, on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date Trust a certificate executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyTrust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company made in this Agreement Acquiring Trust on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquiring Trust and the Acquiring Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to such other matters as be performed or satisfied under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 6.2 The Successor Company Trust shall have received a favorable opinion from Ropes & Xxxx, counsel to the Acquiring Trust for the transactions contemplated hereby, dated the Closing Date and, in a form satisfactory to the Trust, to the following effect: (a) The Acquiring Trust is a business trust duly organized and validly existing under the laws of The Commonwealth of Massachusetts and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquiring Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust and By-laws of the Acquiring Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquiring Fund and, assuming the Prospectus and Registration Statement referred to in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Trust on behalf of the Acquired Fund, is the valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder and upon consummation of the transactions contemplated hereby the Acquiring Fund will have duly assumed such liabilities; (d) the Acquiring Shares to be issued for transfer to the shareholders of the Acquired Fund as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and nonassessable Class A shares, Class B shares, Class C shares, Class Z shares and Class S shares of beneficial interest in the Acquiring Fund, and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof; (e) the execution and delivery of this Agreement did not, and the performance by the Acquiring Trust and the Acquiring Fund of their respective obligations hereunder will not, violate the Acquiring Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound; (f) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Trust or the Acquiring Fund of the transactions contemplated by this Agreement except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (g) except as previously disclosed, pursuant to section 4.2(f) above, such counsel does not know of any legal or governmental proceedings relating to the Acquiring FundTrust or the Acquiring Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (h) shall have entered into or adopted the Acquiring Trust is registered with the Securities and Exchange Commission as an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 company under the 1940 Act; and (i) to the best knowledge of such counsel, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring Fund’s operation as Trust or the Acquiring Fund or any of their properties or assets and neither the Acquiring Trust nor the Acquiring Fund is a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, party to or subject to the extent required by lawprovisions of any order, those trustees who are not “interested persons” (as defined in the 0000 Xxx) decree or judgment of the Successor Company any court or DIMA governmental body, which materially and who do not have a material interest in such agreement or plan or any related agreementadversely affects its business.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Trust and the Acquiring Fund of all the obligations to be performed by it them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations and warranties of the Successor Company The Acquiring Trust, on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date Trust a certificate executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyTrust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company made in this Agreement Acquiring Trust on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquiring Trust and the Acquiring Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to such other matters as be performed or satisfied under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 6.2 The Successor Company Trust shall have received a favorable opinion from Ropes & Gray, counsel to the Acquiring Trust for the transactions xxxxemplated hereby, dated the Closing Date and, in a form satisfactory to the Trust, to the following effect: (a) The Acquiring Trust is a business trust duly organized and validly existing under the laws of The Commonwealth of Massachusetts and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquiring Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust and By-laws of the Acquiring Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquiring Fund and, assuming the Prospectus and Registration Statement referred to in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Trust on behalf of the Acquired Fund, is the valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder and upon consummation of the transactions contemplated hereby the Acquiring Fund will have duly assumed such liabilities; (d) the Acquiring Shares to be issued for transfer to the shareholders of the Acquired Fund as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and nonassessable Class A shares, Class B shares, Class C shares and Class Z shares of beneficial interest in the Acquiring Fund, and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof; (e) the execution and delivery of this Agreement did not, and the performance by the Acquiring Trust and the Acquiring Fund of their respective obligations hereunder will not, violate the Acquiring Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound; (f) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Trust or the Acquiring Fund of the transactions contemplated by this Agreement except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (g) except as previously disclosed, pursuant to section 4.2(f) above, such counsel does not know of any legal or governmental proceedings relating to the Acquiring FundTrust or the Acquiring Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (h) shall have entered into or adopted the Acquiring Trust is registered with the Securities and Exchange Commission as an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 company under the 1940 Act; and (i) to the best knowledge of such counsel, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring Fund’s operation as Trust or the Acquiring Fund or any of their properties or assets and neither the Acquiring Trust nor the Acquiring Fund is a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, party to or subject to the extent required by lawprovisions of any order, those trustees who are not “interested persons” (as defined in the 0000 Xxx) decree or judgment of the Successor Company any court or DIMA governmental body, which materially and who do not have a material interest in such agreement or plan or any related agreementadversely affects its business.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of Trust I, on behalf of the Acquired Fund Fund, to consummate the transactions provided for herein shall be subject, at its electionthe election of Trust I, to the performance by Trust I, on behalf of the Acquiring Fund Fund, of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 6.1 All representations and warranties of the Successor Company Trust I, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company Trust I, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by Trust I, on behalf of the Acquiring Fund, on or before the Closing Date. 6.3 Trust I, on behalf of the Acquiring Fund, shall have executed and delivered an assumption of the Liabilities (the “Assumption Instrument”) and all such other agreements and instruments as Trust I, on behalf of the Acquired Fund, may reasonably deem necessary or desirable in order to vest in and confirm (a) Trust I, on behalf of the Acquired Fund, has title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) Trust I’s, on behalf of the Acquiring Fund, assumption of all of the Liabilities and otherwise to carry out the intent and purpose of this Agreement. 6.4 Trust I, on behalf of the Acquiring Fund, shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name by the Successor Company’s its President or Vice President and its the Treasurer or Assistant TreasurerTreasurer of Trust I, in a form and substance reasonably satisfactory to the Predecessor CompanyTrust I, to the effect that the representations and warranties of the Successor Company made in this Agreement on behalf of the Acquiring Fund are true Acquired Fund, and correct at and dated as of the Closing Date, except as they may be affected by to the transactions contemplated by this Agreement, matters set forth in paragraphs 6.1 and 6.2 and as to such other matters as the Predecessor Company Trust I shall reasonably requestsrequest. 6.3 6.5 The Successor Company (on behalf of Acquired Fund and with respect to the Acquiring Fund) Fund shall have entered into or adopted an investment management agreement agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the investment advisers as set forth Reorganization after such number has been calculated in Appendix B, an Administrative Services Agreement accordance with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementparagraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions: 6.1 6.1. All representations and warranties of the Successor Company made in this Agreement by or on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.; 6.2 6.2. The Successor Company Morgan Grenfell Trust on behalf of the Acquiring Fund shall have delivered to the Predecessor Company on the Closing Date deliverxx xx xxx Xxxxxred Fund a certificate executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company made in this Agreement by or on H&D Draft 7/19/99 behalf of the Acquiring Fund are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; and 6.3. The Acquired Fund shall have received on the Closing Date a favorable opinion from Hale and Dorr LLP, counsel to the Acquiring Fund, dated as of the Closinx Xxte, ix x form reasonably satisfactory to Daniel O. Hirsch, Secretary of the Acquired Fund, covering the following xxxxxx: Xxxx (i) the Acquiring Fund is a series of the Morgan Grenfell Trust, which is a business trust validly existing and in xxxx xxxxxxxx under the laws of the State of Delaware and has the power, under its Declaration of Trust, to own all of its properties and assets and to carry on its business as described in its current prospectus and statement of additonal information; (ii) this Agreement has been duly authorized, executed and delivered by the Morgan Grenfell Trust on behalf of the Acquiring Fund and, assuming that xxx Xxxxxxxxxx, Registration Statement and Proxy Statement comply with the Securities Act, the Exchange Act and the Investment Company Act and the rules and regulations thereunder and, assuming due authorization, execution and delivery of the Agreement by the BT Trust on behalf of the Acquired Fund, is a valid and binding obligation of the Morgan Grenfell Trust enforceable against the Morgan Grenfell Trust in axxxxxxxxx xxxx its terms, subject as to enforcxxxxx, xx xxxxxuptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and to general equity principles; (iii) the Acquiring Fund Shares to be issued to the Acquired Fund and delivered to the Acquired Fund shareholders as provided by this Agreement are duly authorized and upon such delivery will be validly issued and outstanding and fully paid and non-assessable, and no shareholder of the Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; (iv) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of The Declaration of Trust or By-laws of the Morgan Grenfell Trust; and (v) to the knowledge of such counsel, xx xxxxxxx, xxxroval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required for the consummation by the Morgan Grenfell Trust on behalf of the Acquiring Fund of the transactionx xxxxxxxxxxxx herein, except such as have been obtained under the Securities Act, the Exchange Act and the Investment Company Act, and such as may be required under state securities law. Such counsel may rely, as to matters governed by the laws of the State of Delaware, on an opinion of Delaware counsel. Such opinion also shall include such other matters incident to the transaction contemplated hereby as the Predecessor Company reasonably requests. 6.3 The Successor Company (BT Trust on the behalf of and the Acquired Fund may reasonably request. Finally, such opinion need not opine with respect to the Acquiring Fundapplicability of Section 17(a) shall have entered into or adopted an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Investment Company Act or DIMA and who do not have a material interest in such agreement or plan or any related agreementRule 17a-8 thereunder.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund Entity, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at its the Acquired Entity's election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 6.1 All representations and warranties of the Successor Company Acquiring Entity, on behalf of the such Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company Acquiring Entity, on behalf of such Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquiring Entity, on behalf of such Acquiring Fund, on or before the Closing Date. 6.3 The Acquiring Entity, on behalf of such Acquiring Fund, shall have executed and delivered an assumption of the Liabilities of the Acquired Fund and all such other agreements and instruments as the Acquired Entity may reasonably deem necessary or desirable in order to vest in and confirm (a) such Acquired Fund's title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) the Acquiring Entity's assumption of all of the Liabilities and to otherwise to carry out the intent and purpose of this Agreement. 6.4 The Acquiring Entity, on behalf of such Acquiring Fund, shall have delivered to the Predecessor Company on the Closing Date such Acquired Fund a certificate executed in its the name of the Acquiring Entity, on behalf of such Acquiring Fund, by the Successor Company’s Acquiring Entity's President or Vice President and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Predecessor Company, to the effect that the representations Acquired Entity and warranties of the Successor Company made in this Agreement on behalf of the Acquiring Fund are true and correct at and dated as of the Closing Date, except as they may be affected by to the transactions contemplated by this Agreement, matters set forth in paragraphs 6.1 and 6.2 and as to such other matters as the Predecessor Company Acquired Entity shall reasonably requestsrequest. 6.3 6.5 The Successor Company (Acquiring Entity, on behalf of and with respect to the such Acquiring Fund) , and the Acquired Entity, on behalf of the Acquired Fund, shall have entered into or adopted an investment management agreement agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the investment advisers as set forth Reorganization after such number has been calculated in Appendix B, an Administrative Services Agreement accordance with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementparagraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations and warranties of the Successor Company on behalf of the 7.1. The Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name on their behalf by the Successor Company’s Trust's President or any Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Fund made in this Agreement on behalf of the Acquiring Fund are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquiring Fund has complied with all the covenants and agreements and satisfied all of the conditions on their parts to such other matters as be performed or satisfied under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 7.2. The Successor Company (Trust, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund an assumption of liabilities agreement dated as of the Closing Date pursuant to which the Acquiring Fund will assume all of the liabilities of the Acquired Fund existing at the Valuation Date in connection with respect the transactions contemplated by this Agreement. 7.3. All proceedings taken by the Acquiring Fund in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Acquired Fund. 7.4. The Acquired Fund shall have received a favorable opinion of Ropes & Xxxx LLP, counsel to the Trust for the transactions contemplated hereby, dated the Closing Date, with such assumptions and limitations as shall be in the opinion of Ropes & Xxxx LLP appropriate to render the opinions expressed therein, and in a form satisfactory to the Acquired Fund, to the following effect: (a) This Agreement has been duly authorized, executed and delivered by the Trust, on behalf of the Acquiring Fund, and assuming the due authorization, execution and delivery of this Agreement by the Trust, on behalf of the Acquired Fund, is the valid and binding obligation of the Trust and the Acquiring Fund enforceable against the Trust and the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles. (b) The execution and delivery of this Agreement by the Trust on behalf of the Acquiring Fund did not, and the performance by the Trust and the Acquiring Fund of their obligations hereunder will not, violate the Declaration of Trust or Bylaws, or any provision of any material agreement known to such counsel to which the Trust or the Acquiring Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any material agreement, judgment, or decree to which the Trust or the Acquiring Fund is a party or by which it is bound. (c) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Trust or the Acquiring Fund of the transactions contemplated by this Agreement except such as may be required under state securities or blue sky laws or such as have been obtained. (d) Such counsel does not know of any legal or governmental proceedings relating to the Acquiring FundFund existing on at the Closing Date. (e) shall have entered into or adopted The Trust is registered with the Securities and Exchange Commission as an investment management agreement with company under the investment advisers 1940 Act. (f) Assuming that a consideration not less than the net asset value thereof has been paid, the Acquiring Fund Shares to be issued for transfer to the Acquired Fund Shareholders as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and, except as set forth in Appendix Bthe Acquiring Fund Prospectus, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”)nonassessable Class A shares, a distribution agreement with DWS Distributors Inc.Class B shares, plans of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service CompanyClass C shares, and other agreements necessary for Class K shares of beneficial interest in the Acquiring Fund’s operation as a series of an open-end investment company. . (g) The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, includingRegistration Statement has become effective and, to the extent required by lawknowledge of such counsel, those trustees who are not “interested persons” (as defined in no stop order suspending the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementeffectiveness thereof has been issued.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 6.1 (a) All representations and warranties of the Successor Company on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Effective Time, with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company Effective Time. At the Effective Time, AIC Trust shall have delivered to the Predecessor Company on the Closing Date received a certificate executed in its name by from the Successor Company’s President or Vice President of ING Equity Trust, dated as of such date, certifying on behalf of ING Equity Trust that as of such date that the conditions set forth in this clause (a) have been met. (b) The Acquired Fund shall have received an opinion of counsel on behalf of the Acquiring Fund, dated as of the Effective Time, addressed and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to counsel for the Predecessor CompanyAcquired Fund, to the effect that that: (i) ING Equity Trust is duly organized under the representations and warranties laws of the Successor Company made Commonwealth of Massachusetts and the Acquiring Fund is a validly existing series of the ING Equity Trust; (ii) ING Equity Trust is an open-end management investment company registered under the 1940 Act; (iii) this Agreement and the Reorganization provided for herein and the execution of this Agreement have been duly authorized and approved by all requisite corporate action of ING Equity Trust on behalf of the Acquiring Fund and this Agreement has been duly executed and delivered by ING Equity Trust on behalf of the Acquiring Fund and is a valid and binding obligation of ING Equity Trust, on behalf of the Acquiring Fund, subject to applicable bankruptcy, insolvency, fraudulent conveyance and similar laws or court decisions regarding enforcement of creditors' rights generally and such counsel shall express no opinion with respect to the application of equitable principles on any proceeding, whether at law or in equity, as to the enforceability of any provision of this Agreement relating to remedies after default, as to availability of any specific or equitable relief of any kind, with respect to the provisions of this Agreement intended to limit liability for a particular matter to a particular Acquiring Fund and its assets, including but not limited to Section 21 of this Agreement or with respect to the provisions of this Agreement relating to indemnification; (iv) to the best of counsel's knowledge, no consent, approval, order or other authorization of any Federal or state court or administrative or regulatory agency is required for ING Equity Trust to enter into this Agreement on behalf of the Acquiring Fund are true and correct at and as of or carry out its terms that has not already been obtained, other than where the Closing Datefailure to obtain any such consent, except as they may be affected by the transactions contemplated by this Agreementapproval, and as to such other matters as the Predecessor Company reasonably requests. 6.3 The Successor Company (on behalf of and with respect to the Acquiring Fund) shall have entered into order or adopted an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company or DIMA and who do authorization would not have a material interest adverse effect on the operations of the Acquiring Fund; and (v) the Acquiring Fund Shares to be issued in the Reorganization have been duly authorized and upon issuance thereof in accordance with this Agreement will be validly issued, fully paid and non-assessable by the Trust. (c) At the Effective Time, ING Equity Trust shall have performed and complied in all material respects with each of its agreements and covenants required by this Agreement to be performed or complied with by ING Equity Trust prior to or at the Effective Time and AIC Trust shall have received a certificate from the President or Vice President of ING Equity Trust, dated as of such agreement date, certifying on behalf of ING Equity Trust that the conditions set forth in this clause (c) have been, and continue to be, satisfied. (d) The Acquired Fund shall have declared and paid a distribution or plan or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders: (i) all of its investment company taxable income and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to 4:00 p.m. Eastern Time on the Closing; and (ii) any related agreementundistributed investment company taxable income and net realized capital gains from any period to the extent not otherwise already distributed.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder the Acquiring Fund pursuant to this Agreement on or before the Closing Date Date, and, in addition theretoaddition, subject to the following conditions: 6.1 All representations representations, covenants, and warranties of the Successor Company on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof andClosing Date, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the that Closing Date. 6.2 . The Successor Company Acquiring Fund shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its the Acquiring Fund’s name by the Successor CompanyLoCorr Trust’s President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor Company, to the effect that the representations Acquired Fund and warranties of the Successor Company made in this Agreement on behalf of the Acquiring Fund are true and correct at and dated as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, to such effect and as to such other matters as the Predecessor Company Acquired Fund shall reasonably requestsrequest. 6.2 The LoCorr Trust, on behalf of the Acquiring Fund, shall have executed and delivered to the Xxxxxx Trust an Assumption of Liabilities dated as of the Closing Date pursuant to which the Acquiring Fund will assume all of the Assumed Liabilities of the Acquired Fund not discharged prior to the Closing Date in accordance with Section 1.3 of this Agreement. 6.3 The Successor Company Acquired Fund shall have received on the Closing Date a certificate from the President of the LoCorr Trust, dated as of the Closing Date, addressing the following points: (i) The LoCorr Trust is a business trust validly existing and in good standing under the laws of the State of Ohio and has the power to own all of its properties and assets and to carry on behalf its business as presently conducted and described in the registration statement on Form N-1A of the LoCorr Trust, and with respect to the Acquiring Fund) shall have entered into or adopted an investment management agreement Fund is a separate series of the LoCorr Trust constituted in accordance with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans applicable provisions of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, Act and other agreements necessary for the Acquiring Fund’s operation as a series Amended and Restated Agreement and Declaration of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) Trust of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementLoCorr Trust.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Trust and the Acquired Fund to consummate complete the transactions provided for herein shall be subject, at its their election, to the performance by the Acquiring Trust and the Acquiring Fund of all the obligations to be performed by it them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations 7.1. The Acquiring Trust and warranties of the Successor Company on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of have delivered to the date hereof and, except as they may be affected Acquired Fund a certificate executed on their behalf by the transactions contemplated by this AgreementAcquiring Trust's duly authorized officer, as of in form and substance satisfactory to the Closing Date with the same force Acquired Fund and effect as if made on and dated as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date a certificate executed in its name by the Successor Company’s President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor Company, to the effect that the representations and warranties of the Successor Company Acquiring Trust and the Acquiring Fund made in this Agreement on behalf of the Acquiring Fund are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquiring Trust and the Acquiring Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to such other matters as be performed or satisfied under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 7.2. The Successor Company (Acquiring Trust, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund an Assumption of Liabilities dated as of the Closing Date pursuant to which the Acquiring Fund will assume all of the liabilities of the Acquired Fund existing at the Closing Date in connection with respect the transactions contemplated by this Agreement. 7.3. All proceedings taken by the Acquiring Trust or the Acquiring Fund in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Acquired Fund. 7.4. The Acquired Fund shall have received a favorable opinion of Mxxxxxxx & Fxxxxxxx LLP, counsel to the Acquiring Trust, dated the Closing Date, with such assumptions and limitations as shall be in the opinion of Mxxxxxxx & Fxxxxxxx LLP appropriate to render the opinions expressed therein, and in a form reasonably satisfactory to the Acquired Fund, to the following effect: (a) shall The Acquiring Trust is a "Delaware statutory trust" validly existing under the laws of the State of Delaware and the Acquiring Fund is a separate series thereof duly constituted in accordance with the Trust Instrument and the Bylaws of the Trust, each as amended, and applicable law. (b) This Agreement has been duly authorized, executed and delivered by the Acquiring Trust, on behalf of the Acquiring Fund, and assuming the due authorization, execution and delivery of this Agreement by the Acquired Trust, on behalf of the Acquired Fund, is the valid and binding obligation of the Acquiring Trust and the Acquiring Fund enforceable against the Acquiring Trust and the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles. (c) The execution and delivery of this Agreement by the Acquiring Trust on behalf of the Acquiring Fund did not, and the performance by the Acquiring Trust and the Acquiring Fund of their obligations hereunder will not, violate the Acquiring Trust's Trust Instrument or Bylaws, each as amended, or any provision of any agreement specified in a Certificate of Officer of the Acquiring Trust to which the Acquiring Trust or the Acquiring Fund is a party, or by which it is bound, or result in the acceleration of any obligation or the imposition of any penalty under any such agreement, or any judgment, or decree to which the Acquiring Trust or the Acquiring Fund is a party, or by which it is bound, specified in a Certificate of Officer of the Acquiring Trust. (d) No consent, approval, authorization or order of any New York State or federal governmental authority is required for the consummation by the Acquiring Trust or the Acquiring Fund of the transactions contemplated by this Agreement, except such as may be required under state securities or blue sky laws or such as have entered into been obtained. (e) Such counsel has not represented and is not representing the Acquiring Fund or adopted the Acquiring Trust in any legal or governmental proceedings relating to the Acquiring Fund existing on or before the date of mailing of the Prospectus/Proxy Statement referred to in Section 5.3 or the Closing Date required to be described in the Registration Statement which are not described as required. (f) The Acquiring Trust is registered with the Commission as an investment management agreement with company under the investment advisers 1940 Act. (g) Assuming that a consideration not less than the net asset value thereof has been paid, the Acquiring Fund Shares to be issued for transfer to the Acquired Fund Shareholders as provided by the Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and, except as set forth in Appendix Bthe Acquiring Fund Prospectus, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”)nonassessable Class A, a distribution agreement with DWS Distributors Inc.class C, plans Class R and Class Y shares, as applicable of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for beneficial interest in the Acquiring Fund’s operation as a series of an open-end investment company. . (h) The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, includingRegistration Statement has become effective and, to the extent required by lawknowledge of such counsel, those trustees who are not “interested persons” (as defined in no stop order suspending the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementeffectiveness thereof has been issued.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 6.1 (a) All representations and warranties of the Successor Company on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Effective Time, with the same force and effect as if made on and as of the Closing DateEffective Time. 6.2 (b) The Successor Company Acquired Fund shall have delivered received an opinion of counsel for the Acquiring Fund, dated as of the Effective Time, addressed to the Predecessor Company on the Closing Date a certificate executed in its name by the Successor Company’s President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to counsel for the Predecessor CompanyAcquired Fund, to the effect that that: (i) the representations Acquiring Fund is duly organized and warranties validly existing series of Alpha Select Trust under the laws of the Successor Company made in State of Delaware; (ii) Alpha Select Trust is an open-end management investment company registered under the 1940 Act; (iii) this Agreement on behalf and the Reorganization provided for herein and the execution of this Agreement have been duly authorized and approved by all requisite corporate action of the Acquiring Fund are true and correct at this Agreement has been duly executed and as of the Closing Date, except as they may be affected delivered by the transactions contemplated by this Agreement, Acquiring Fund and as to such other matters as the Predecessor Company reasonably requests. 6.3 The Successor Company (on behalf is a valid and binding obligation of and with respect to the Acquiring Fund, subject to applicable bankruptcy, insolvency, fraudulent conveyance and similar laws or court decisions regarding enforcement of creditors' rights generally; (iv) shall have entered into to the best of counsel's knowledge after reasonable inquiry, no consent, approval, order or adopted an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans other authorization of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer any Federal or state court or administrative or regulatory agency agreement with DWS Investments Service Company, and other agreements necessary is required for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each Fund to enter into this Agreement or carry out its terms that has not already been obtained, other than where the failure to obtain any such agreement and plan shall have been approved by the Successor Boardconsent, includingapproval, to the extent required by law, those trustees who are not “interested persons” (as defined in the 0000 Xxx) of the Successor Company order or DIMA and who do authorization would not have a material interest adverse effect on the operations of the Acquiring Fund; and (v) the Acquiring Fund Shares to be issued in such agreement or plan or any related agreementthe Reorganization have been duly authorized and upon issuance thereof in accordance with this Agreement will be validly issued, fully paid and nonassessable.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 6.1 7.1 All representations and warranties of by the Successor Company Acquiring Fund Trust, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date. 6.2 7.2 The Successor Company Acquiring Fund Trust shall have delivered to the Predecessor Company Acquired Fund Trust on the Closing Date a certificate executed in its the Acquiring Fund Trust's name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund Trust, to the effect that the representations and warranties of the Successor Company made in this Agreement by the Acquiring Fund Trust, on behalf of the Acquiring Fund Fund, are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Predecessor Company Acquired Fund Trust shall reasonably requestsrequest. 6.3 7.3 The Successor Company Acquiring Fund and the Acquiring Fund Trust shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquiring Fund or the Acquiring Fund Trust, as the case may be, on or before the Closing Date. 7.4 The Acquired Fund shall have received on the Closing Date a favorable opinion of Kramer Levin Naftalis & Xxxxxxx XXX, xxxxxxl tx xxx Xcquiring Fund, in a form satisfactory to the Acquired Fund Trust, that: (a) the Acquiring Fund Trust is a Delaware statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware and has the power to own all of its properties and assets and to carry on its business as a registered investment company and the Acquiring Fund is a duly established and designated series of the Acquiring Fund Trust; (b) this Agreement has been duly authorized, executed and delivered by the Acquiring Fund Trust, on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of this Agreement by the Acquired Fund Trust, on behalf of the Acquired Fund, is a valid and legally binding obligation of the Acquiring Fund Trust, on behalf of the Acquiring Fund, enforceable against the Acquiring Fund Trust, with respect to the Acquiring Fund, in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto and to general principles of equity and the discretion of the court (regardless of whether the enforceability is considered in a proceeding in equity or at law); (c) shall the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, conflict with the Acquiring Fund Trust's Charter or its By-Laws or result in a material violation of any provision of any material agreement (known to such counsel) to which the Acquiring Fund is a party or by which it or its property is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any material agreement, judgment, or decree to which the Acquiring Fund is a party or by which it or its property is bound; (d) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required for the consummation by the Acquiring Fund Trust, on behalf of the Acquiring Fund, of the transactions contemplated herein, except such as have entered into been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities laws; (e) to the knowledge of such counsel, there is no legal, administrative or adopted governmental proceeding, investigation, order, decree or judgment of any court or governmental body, only insofar as they relate to the Acquiring Fund or its assets or properties, pending, threatened or otherwise existing on or before the effective date of the Registration Statement or the Closing Date that is required to be described in the Registration Statement or to be filed as an exhibit to the Registration Statement that is not described or filed as required or that materially and adversely affect the Acquiring Fund's business; (f) the Acquiring Fund Trust is registered as an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 company under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, includingand, to the extent required by knowledge of such counsel, its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (g) the Acquiring Fund Shares to be issued and delivered to the Acquired Fund pursuant to the terms of this Agreement have been duly authorized for issuance and, when issued and delivered as provided in the Agreement, will be validly issued, fully paid and non-assessable under Delaware law, those trustees who are not “interested persons” (and no preemptive rights of shareholders exist with respect to any such shares or the issue or delivery thereof. Such counsel may rely as defined in to matters governed by the 0000 Xxx) laws of the Successor Company State of Delaware on an opinion of Delaware counsel and/or certificates of officers or DIMA trustees of the Acquiring Fund Trust. Such opinion also shall include such other matters incident to the transaction contemplated hereby as the Acquired Fund Trust may reasonably request. In rendering its opinion, counsel may rely as to factual matters, exclusively and who do not have a material interest without independent verification, on the representations and warranties made in such agreement or plan or any related agreementthis Agreement, which counsel may treat as representations and warranties made to it, and in separate letters addressed to counsel and the certificates delivered pursuant to this Agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund Company of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations and warranties of the Successor Company on behalf of the 7.1. The Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in on its name behalf by the Successor Acquiring Company’s President or any Vice President and its Treasurer or any Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Acquiring Company made in this Agreement on behalf of the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquiring Company has complied in all material respects with all the covenants and agreements and satisfied all of the conditions to such other matters as be performed or satisfied in all material respects by it under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 7.2. The Successor Acquiring Company (on behalf of shall have executed and with respect delivered to the Acquired Fund an Assumption of Liabilities dated as of the Closing Date pursuant to which the Acquiring Fund) shall have entered into or adopted an investment management agreement Company will assume all of the Obligations of the Acquired Fund existing at the Valuation Date in accordance with Section 1 hereof in connection with the investment advisers as set forth in Appendix B, an Administrative Services transactions contemplated by this Agreement. (1) This Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Boardshareholders of the Acquired Fund in the manner required by the Trust’s declaration of trust, includingcode of regulations and applicable law and the Acquiring Company shall have received reasonable evidence of each such approval, and (2) the conditions for the closing of the Reorganization shall have been satisfied or waived by the applicable party. 7.4. The Acquired Fund shall have received a favorable opinion of Xxxx Xxxxxxxx LLP, counsel to the Acquiring Company, and Maryland counsel with respect to matters governed by the laws of the State of Maryland (each such opinion may reasonably rely on certificates of officers of the Acquiring Company) for the transactions contemplated hereby, dated the Closing Date, with such assumptions and limitations as shall be in the opinion of counsel appropriate to render the opinions expressed therein, and in a form satisfactory to the Acquired Fund, substantially to the following effect: (a) The Acquiring Company is a Maryland corporation validly existing and in good standing under the laws of the State of Maryland. (b) The Agreement has been duly authorized, executed and delivered by the Acquiring Company, and assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and binding obligation of the Acquiring Company enforceable against the Acquiring Company and the Acquiring Company in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles. (c) Assuming that consideration therefor of not less than the net asset value and the applicable par value thereof has been paid, the Acquiring Company Shares to be issued and delivered to the Acquired Fund on behalf of the shareholders of the Acquired Fund as provided by the Agreement are duly authorized and upon such issuance and delivery will be validly issued and outstanding and fully paid and nonassessable shares in the Acquiring Company (except as described in the Registration Statement), and no shareholder of the Acquiring Company has any preemptive right to subscription or purchase in respect thereof pursuant to the laws of the State of Maryland and the federal laws of the United States or the Acquiring Company’s Charter or bylaws. (d) Under the laws of the State of Maryland and the federal laws of the United States, no consent, approval, license or exemption by, or order or authorization of, or filing, recording or registration with, any governmental authority is required to be obtained by the Acquiring Company in connection with the execution and delivery of the Agreement or the consummation of the Reorganization, except (i) such as have been obtained or made prior to the date hereof or (ii) such as may be required under state securities or Blue Sky laws (as to which counsel to the Acquiring Company expresses no opinion). (e) The execution and delivery of this Agreement by the Acquiring Company, did not, and the performance by the Acquiring Company of its obligations hereunder will not, violate the Acquiring Company’s Charter or bylaws. (f) To the knowledge of counsel to the Acquiring Company, the Acquiring Company is registered as an investment company under the 1940 Act and no order suspending such registration has been issued. In addition, the Registration Statement has been declared or otherwise become effective under the 1933 Act, and, to the extent required by lawknowledge of counsel to the Acquiring Company, those trustees who are not “interested persons” (as defined no stop order suspending such effectiveness has been issued. 7.5. The Acquiring Company shall have entered into an expense limitation agreement with the Acquiring Adviser consistent with the form of expense limitation agreement filed with the Registration Statement and in the 0000 Xxx) of amounts and duration as disclosed in the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementRegistration Statement (the “Expense Limitation Agreement”).

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Trust, on behalf of the Acquired Fund Fund, to consummate the transactions provided for herein shall be subject, at its the Trusts election, to the performance by the Trust, on behalf of the Acquiring Fund Fund, of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 6.1 : 1.1 All representations and warranties of the Successor Company Trust, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date. 6.2 ; 1.2 The Successor Company Trust, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund an Assumption of Liabilities, certified by an officer of the Acquiring Fund, dated as of the Closing Date, pursuant to which the Trust, on behalf of the Acquiring Fund, assumes all the Liabilities of the Acquired Fund existing on the Valuation Date; 1.3 The Trust, on behalf of the Acquiring Fund, shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name by the Successor Company’s Trusts President or Vice President and its Treasurer or Assistant Treasurer, in form Treasurer and substance reasonably satisfactory to dated as of the Predecessor Company, Closing Date to the effect that the representations and warranties of the Successor Company made in this Agreement Trust, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; 1.4 The Trust, and as to such other matters as the Predecessor Company reasonably requests. 6.3 The Successor Company (on behalf of and with respect to the Acquiring Fund) , shall have entered into performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or adopted an investment management agreement complied with by the investment advisers as set forth in Appendix BTrust, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans on behalf of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund’s operation as a series , on or before the Closing Date; and 1.5 The number of an open-end investment company. The investment management agreement full and each such agreement fractional Class A, Class B, Class C, Class K and plan Class Y Acquiring Fund Shares to be issued in connection with the Reorganization shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined calculated in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementaccordance with paragraph 1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Trust and the Acquiring Fund of all the obligations to be performed by it them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations and warranties of the Successor Company The Acquiring Trust, on behalf of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof andFund, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date Trust a certificate executed in its name by the Successor Company’s its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyTrust and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company made in this Agreement Acquiring Trust on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquiring Trust and the Acquiring Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to such other matters as be performed or satisfied under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 6.2 The Successor Company Trust shall have received a favorable opinion from Ropes & Xxxx, counsel to the Acquiring Trust for the transactions contemplated hereby, dated the Closing Date and, in a form satisfactory to the Trust, to the following effect: (a) The Acquiring Trust is a business trust duly organized and validly existing under the laws of The Commonwealth of Massachusetts and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquiring Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust and By-laws of the Acquiring Trust; (b) this Agreement has been duly authorized, executed and delivered on behalf of the Acquiring Fund and, assuming the Prospectus and Registration Statement referred to in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Trust on behalf of the Acquired Fund, is the valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder and upon consummation of the transactions contemplated hereby the Acquiring Fund will have duly assumed such liabilities; (d) the Acquiring Shares to be issued for transfer to the shareholders of the Acquired Fund as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and nonassessable Class S shares of beneficial interest in the Acquiring Fund, and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof; (e) the execution and delivery of this Agreement did not, and the performance by the Acquiring Trust and the Acquiring Fund of their respective obligations hereunder will not, violate the Acquiring Trust's Declaration of Trust or By-laws, or any provision of any agreement known to such counsel to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound; (f) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Trust or the Acquiring Fund of the transactions contemplated by this Agreement except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (g) except as previously disclosed, pursuant to section 4.2(f) above, such counsel does not know of any legal or governmental proceedings relating to the Acquiring FundTrust or the Acquiring Fund existing on or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (h) shall have entered into or adopted the Acquiring Trust is registered with the Securities and Exchange Commission as an investment management agreement with the investment advisers as set forth in Appendix B, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans of distribution pursuant to Rule 12b-1 company under the 1940 Act; and (i) to the best knowledge of such counsel, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring Fund’s operation as Trust or the Acquiring Fund or any of their properties or assets and neither the Acquiring Trust nor the Acquiring Fund is a series of an open-end investment company. The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, including, party to or subject to the extent required by lawprovisions of any order, those trustees who are not “interested persons” (as defined in the 0000 Xxx) decree or judgment of the Successor Company any court or DIMA governmental body, which materially and who do not have a material interest in such agreement or plan or any related agreementadversely affects its business.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate complete the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 All representations and warranties of the Successor Company on behalf of the 7.1. The Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 6.2 The Successor Company shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name on their behalf by the Successor CompanyTrust’s President or any Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Predecessor CompanyAcquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Successor Company Acquiring Fund made in this Agreement on behalf of the Acquiring Fund are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as that the Acquiring Fund has complied with all the covenants and agreements and satisfied all of the conditions on their parts to such other matters as be performed or satisfied under this Agreement at or prior to the Predecessor Company reasonably requestsClosing Date. 6.3 7.2. The Successor Company (Trust, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund an assumption of liabilities agreement dated as of the Closing Date pursuant to which the Acquiring Fund will assume all of the liabilities of the Acquired Fund existing at the Valuation Date in connection with respect the transactions contemplated by this Agreement. 7.3. All proceedings taken by the Acquiring Fund in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Acquired Fund. 7.4. The Acquired Fund shall have received a favorable opinion of Ropes & Xxxx LLP, counsel to the Trust, dated the Closing Date, with such assumptions and limitations as shall be in the opinion of Ropes & Xxxx LLP appropriate to render the opinions expressed therein, and in a form satisfactory to the Acquired Fund, to the following effect: (a) This Agreement has been duly authorized, executed and delivered by the Trust, on behalf of the Acquiring Fund, and assuming the due authorization, execution and delivery of this Agreement by the Trust, on behalf of the Acquired Fund, is the valid and binding obligation of the Trust and the Acquiring Fund enforceable against the Trust and the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles. (b) The execution and delivery of this Agreement by the Trust on behalf of the Acquiring Fund did not, and the performance by the Trust and the Acquiring Fund of their obligations hereunder will not, violate the Declaration of Trust or Bylaws, or any provision of any material agreement known to such counsel to which the Trust or the Acquiring Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any material agreement, judgment, or decree to which the Trust or the Acquiring Fund is a party or by which it is bound. (c) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Trust or the Acquiring Fund of the transactions contemplated by this Agreement except such as may be required under state securities or blue sky laws or such as have been obtained. (d) Such counsel does not know of any legal or governmental proceedings relating to the Acquiring FundFund existing on or before the date of mailing of the Prospectus/Proxy Statement referred to in Section 5.3 or the Closing Date required to be described in the Registration Statement which are not described as required. (e) shall have entered into or adopted The Trust is registered with the Securities and Exchange Commission as an investment management agreement with company under the investment advisers 1940 Act. (f) Assuming that a consideration not less than the net asset value thereof has been paid, the Acquiring Fund Shares to be issued for transfer to the Acquired Fund Shareholders as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and fully paid and, except as set forth in Appendix Bthe Acquiring Fund Prospectus, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans nonassessable shares of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for beneficial interest in the Acquiring Fund’s operation as a series of an open-end investment company. . (g) The investment management agreement and each such agreement and plan shall have been approved by the Successor Board, includingRegistration Statement has become effective and, to the extent required by lawknowledge of such counsel, those trustees who are not “interested persons” (as defined in no stop order suspending the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementeffectiveness thereof has been issued.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Trust, on behalf of the Acquired Fund Fund, to consummate the transactions provided for herein shall be subject, at its Opportunistic Portfolio’s election, to the performance by the Trust, on behalf of the Acquiring Fund Fund, of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 6.1 All representations and warranties of the Successor Company Trust, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date.; 6.2 The Successor Company Trust, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund an Assumption of Liabilities, certified by an officer of the Acquiring Fund, dated as of the Closing Date, pursuant to which the Trust, on behalf of the Acquiring Fund, assumes all the Liabilities of the Acquired Fund existing on the Valuation Date; 6.3 The Trust, on behalf of the Acquiring Fund, shall have delivered to the Predecessor Company on the Closing Date Acquired Fund a certificate executed in its name by the Successor CompanyTrust’s President or Vice President and its Treasurer or Assistant Treasurer, in form Treasurer and substance reasonably satisfactory to dated as of the Predecessor Company, Closing Date to the effect that the representations and warranties of the Successor Company made in this Agreement Trust, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; 6.4 The Trust, and as to such other matters as the Predecessor Company reasonably requests. 6.3 The Successor Company (on behalf of and with respect to the Acquiring Fund) , shall have entered into performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or adopted an investment management agreement complied with by the investment advisers as set forth in Appendix BTrust, an Administrative Services Agreement with Deutsche Investment Management Americas Inc. (“DIMA”), a distribution agreement with DWS Distributors Inc., plans on behalf of distribution pursuant to Rule 12b-1 under the 1940 Act, shareholder services plans, a transfer agency agreement with DWS Investments Service Company, and other agreements necessary for the Acquiring Fund, on or before the Closing Date; and 6.5 The Trust, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed by the Trust’s operation President or Vice President and its Treasurer or Assistant Treasurer and dated as a series of an open-end investment company. the Closing Date to the effect that the Trust, on behalf of the Acquiring Fund, has performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Trust, on behalf of the Acquiring Fund, on or before the Closing Date; and 6.6 The investment management agreement number of full and each such agreement and plan fractional Acquiring Fund Shares to be issued in connection with the Reorganization shall have been approved by the Successor Board, including, to the extent required by law, those trustees who are not “interested persons” (as defined calculated in the 0000 Xxx) of the Successor Company or DIMA and who do not have a material interest in such agreement or plan or any related agreementaccordance with paragraph 1.1.