Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUNDS Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUNDS. The obligations of the Acquiring Trust, on behalf of each Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring Trust’s election, to the performance by the Acquired Trust, on behalf of each Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 8.1. All representations and warranties of the Acquired Trust, on behalf of each 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, with the same force and effect as if made on and as of the Closing Date; 8.2. The Acquired Trust, on behalf of each Acquired Fund, shall have delivered to the Acquiring Trust a statement of each Acquired Fund’s assets and liabilities, together with a list of portfolio securities of each Acquired Fund showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Acquired Trust; 8.3. The Acquired Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Trust, on behalf of each Acquired Fund, made in this Agreement are, in all material respects, true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; 8.4. The Acquired Trust, on behalf of each Acquired 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 Acquired Trust, on behalf of each Acquired Fund, on or before the Closing Date; 8.5. Each Acquired Fund and each 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 Reorganization (as listed in Exhibit A) after such number has been calculated in accordance with paragraph 1.1 of this Agreement; and 8.6. The Acquiring Trust shall have received on the Closing Date the opinion of Dechert LLP, counsel to the Acquired Trust (which may 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 Acquired Trust), covering the following points: (a) The Acquired Trust is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to own all of Acquired Funds’ properties and assets, and to carry on its business, including that of each Acquired Fund, as presently conducted; (b) The Agreement has been duly authorized, executed and delivered by the Acquired Trust, on behalf of each Acquired Fund, and, assuming due authorization, execution and delivery of the Agreement by the Acquiring Trust, is a valid and binding obligation of the Acquired Trust, on behalf of each Acquired Fund, enforceable against the Acquired 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 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 Acquired Trust’s Declaration of Trust or By-Laws or any provision of any agreement (known to such counsel) to which the Acquired 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 not disclosed to the Acquired Trust, judgment or decree to which the Acquired Trust is a party or by which it 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 to be obtained by the Acquired Trust in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act (assuming the availability of the exemption provided in Rule 145(a)(2) thereunder), the 1934 Act and the 1940 Act, and such as may be required under state securities or blue sky laws (other than those of the State of Delaware); (e) The Acquired 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 each Acquired Fund, under the 1940 Act and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; (f) The outstanding shares of each Acquired Fund are registered under the 1933 Act, and such registration is in full force and effect; and (g) 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 to the Acquired Trust or any Acquired Fund or any of their respective properties or assets, and neither the Acquired Trust nor any of the Acquired Funds 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. 8.7. Each Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of the Acquired Fund, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement computed in accordance with applicable sections of the Code and, with respect to securities, showing a breakdown by purchase lot. 8.8. Prior to the Closing Date, the Kensington International Real Estate Fund and Kensington Global Real Estate Fund shall have declared and paid a dividend or dividends which, together with all previous dividends, shall have the effect of distributing: (i) all of each of the Kensington International Real Estate Fund’s and Kensington Global Real Estate Fund’s investment company taxable income (plus the excess, if any, of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code) and all of its net realized capital gains for the taxable year ending on the Closing Date (computed without regard to any deduction for dividends paid); and (ii) any undistributed investment company taxable income (plus the excess, if any, of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code) and net realized capital gains from any prior period to the extent not otherwise already distributed.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUNDS. The obligations of the Acquiring Trust, on behalf of each Acquiring Fund, Fund to complete the transactions provided for herein shall be subject, at the Acquiring Trust’s its election, to the performance by the Acquired Trust, on behalf of each Acquired Fund, corresponding Transferring Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 8.1. 7.1 All representations and warranties of the Acquired Trust, on behalf of each Acquired Fund, Transferring 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; 8.2. The Acquired Trust, on behalf of each Acquired Fund, and the Transferring Fund shall have delivered to the corresponding Acquiring Trust Fund on the Closing Date a certificate executed in its name by the Dundee Trust’s President or Vice President, in form and substance reasonably satisfactory to the corresponding Acquiring Fund and dated as of the Closing Date, to such effect. 7.2 The Transferring Fund shall have delivered to the corresponding Acquiring Fund a statement of each Acquired the Transferring Fund’s assets and liabilities, together with a list of the Transferring Fund’s portfolio securities of each Acquired Fund showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date and also as of five (5) days prior to the Closing Date, certified by the Treasurer or Assistant Treasurer of the Acquired Dundee Trust;. 8.3. The Acquired Trust shall have delivered 7.3 With respect to the Acquiring Trust on Transferring Funds, the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Trust, on behalf of each Acquired Fund, made in this Agreement are, in all material respects, true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; 8.4. The Acquired Trust, on behalf of each Acquired 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 Acquired Trust, on behalf of each Acquired Fund, on or before the Closing Date; 8.5. Each Acquired Fund and each 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 Reorganization (as listed in Exhibit A) after such number has been calculated in accordance with paragraph 1.1 of this Agreement; and 8.6. The Acquiring Advisers Investment Trust shall have received on the Closing Date the an opinion of Dechert Drinker Xxxxxx & Xxxxx LLP, counsel to the Acquired Dundee Trust (which may rely and the Transferring Funds, dated 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 Closing Date, in a form reasonably satisfactory to the Acquired Trust)corresponding Acquiring Fund, covering to the following pointseffect that: (a) The Acquired Trust Each of the Transferring Funds is a corporation series of the Dundee Trust, a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and to such counsel’s knowledge, has the corporate power to own all of Acquired Funds’ its properties and assets, assets and to carry on its business, including that of each Acquired Fund, business as presently conducted;. (b) The Each of the Transferring Funds is a series of a Delaware statutory trust registered as an investment company under the 1940 Act, and, 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 Acquired Trust, Dundee Trust on behalf of each Acquired Fund, the Transferring Funds and, assuming due authorization, execution execution, and delivery of the this Agreement by the corresponding Acquiring TrustFunds, is a valid and binding obligation of each of the Acquired Trust, on behalf of each Acquired Fund, Transferring Funds enforceable against the Acquired Trust such Transferring Funds in accordance with its terms, subject, subject as to enforcement, to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other laws relating to or affecting creditors' ’ rights generally and to general equity principles;. (cd) Assuming that a consideration therefore of not less than the net asset value of the Transferring Fund Shares has been paid, and assuming that such shares were issued in accordance with the terms of the Transferring Fund’s registration statement, or any amendment thereto, in effect at the time of such issuance, all issued and outstanding shares of the Transferring Fund are legally issued and outstanding and fully paid and non-assessable, and no shareholder of the Transferring Fund has any preemptive rights in respect thereof pursuant to statute or the Dundee Trust’s Amended and Restated Agreement and Declaration of Trust or Bylaws. (e) The execution and delivery of the this Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of the Acquired Dundee Trust’s Amended and Restated Agreement and Declaration of Trust or By-Laws or any provision of any agreement (known to such counsel) to which the Acquired Trust is a party or by which it is bound laws, or, to the knowledge of such counsel, without having made any investigation, result in the acceleration of any obligation or the imposition of any penalty in the nature of liquidated damages or otherwise, under any agreement not disclosed to the Acquired Trustagreement, judgment judgment, or decree to which the Acquired Dundee Trust or any Transferring Fund is a party or by which it is bound;. (df) Only insofar as they relate to the Transferring Funds, the descriptions in the Proxy Statement/Prospectus of statutes, legal and governmental proceedings and material contracts, if any, are accurate and fairly present in all material respects the information required to be shown in the Proxy Statement/Prospectus. (g) 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 for consummation by the Acquired Dundee Trust in order to consummate and the transactions Transferring Funds of the transaction contemplated herein, except such as have been obtained under the 1933 Act (assuming the availability of the exemption provided in Rule 145(a)(2) thereunder)Act, the 1934 Act and the 1940 Act, and such as may be required under state securities laws. (h) In the ordinary course of such counsel’s representation of Dundee Trust, and without having made any investigation, such counsel does not know of any legal or blue sky laws (other than those governmental proceedings, only insofar as they relate to the Transferring Fund, existing on or before the effective date of the State of Delaware);Registration Statement or the Closing Date required to be described in the Registration Statement or to be filed as exhibits to the Registration Statement which are not described or filed as required. (ei) The Acquired Trust is a registered investment company classified as a management company In the ordinary course of the open-end type with respect to each series such counsel’s representation of shares it offers, including those of each Acquired Fund, under the 1940 Act and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; (f) The outstanding shares of each Acquired Fund are registered under the 1933 ActDundee Trust, and such registration is in full force without having made any investigation, and effect; and (g) To except as otherwise disclosed, 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 to the Acquired Dundee Trust or any Acquired Fund or any of their respective its properties or assets, assets and neither the Acquired Dundee Trust nor any of the Acquired Funds are is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body body, which materially and adversely affects its business. 8.7, other than as previously disclosed in the Registration Statement. Each Acquired Fund Such opinion shall have furnished contain such other assumptions and limitations as shall be in the opinion of Drinker Xxxxxx & Xxxxx LLP appropriate to render the opinions expressed therein and are reasonably satisfactory to counsel for the Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of the Acquired Fund, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement computed in accordance with applicable sections of the Code and, with respect to securities, showing a breakdown by purchase lotFunds. 8.8. Prior to the Closing Date, the Kensington International Real Estate Fund and Kensington Global Real Estate Fund shall have declared and paid a dividend or dividends which, together with all previous dividends, shall have the effect of distributing: (i) all of each of the Kensington International Real Estate Fund’s and Kensington Global Real Estate Fund’s investment company taxable income (plus the excess, if any, of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code) and all of its net realized capital gains for the taxable year ending on the Closing Date (computed without regard to any deduction for dividends paid); and (ii) any undistributed investment company taxable income (plus the excess, if any, of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code) and net realized capital gains from any prior period to the extent not otherwise already distributed.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUNDS. The obligations of the Acquiring Columbia Funds Series Trust, on behalf of each Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring Trust’s its election, to the performance by the Acquired Trusta Columbia Fund Company, on behalf of each corresponding Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 8.1. All representations and warranties of the Acquired Trust, on behalf of each 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, with the same force and effect as if made on and as of the Closing Date; 8.2. The Acquired TrustEach Columbia Fund Company, on behalf of each Acquired Fund, shall have delivered to the Acquiring Trust a statement Columbia Funds Series Trust, on behalf of each Acquired corresponding Acquiring Fund’s assets and liabilities, together with a list of portfolio securities of each Acquired Fund showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Acquired Trust; 8.3. The Acquired Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Columbia Funds Series Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Trusteach Columbia Fund Company, on behalf of each Acquired Fund, made in this Agreement are, in all material respects, are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; 8.4. The Acquired Trust, on behalf of and that each Columbia Fund Company and each Acquired Fund, shall Fund have performed complied with all the covenants and agreements and satisfied all of the covenants and complied with all of the provisions required by this Agreement conditions on their parts to be performed or complied with by the Acquired Trust, on behalf of each Acquired Fund, on satisfied under this Agreement at or before prior to the Closing Date; 8.58.2. Each Acquired Fund and each 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 Reorganization (as listed in Exhibit A) after such number has been calculated in accordance with paragraph 1.1 of this Agreement; and 8.6. The Acquiring Columbia Funds Series Trust shall have received on a favorable opinion of Ropes & Xxxx, counsel to, and with respect to, Columbia Funds Trust II, Columbia Funds Trust IV and Columbia Daily Income Company, dated the Closing Date the opinion of Dechert LLPand in a form satisfactory to Columbia Funds Series Trust, counsel to the Acquired Trust (which may 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 Acquired Trust), covering the following pointseffect: (a) The Acquired In the case of Columbia Funds Trust II and Columbia Funds IV, the Columbia Fund Company is a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts; in the case of Columbia Daily Income Company, the Columbia Fund Company is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the State of Delaware Oregon; and each Columbia Fund Company has the corporate power to own all of Acquired Funds’ its properties and assets, assets and to carry on its business, including that of business as described in each Acquired Fund, as presently conductedFund Prospectus; (b) The This Agreement has been duly authorized, executed and delivered by the Acquired Trust, on behalf of each Acquired Fund, Fund and, assuming the Registration Statement and the Prospectus/Proxy Statement referred to in paragraph 6.3 comply with applicable federal securities laws and assuming the due authorization, execution and delivery of the this Agreement by the Columbia Funds Series Trust on behalf of each Acquiring TrustFund, is a the valid and binding obligation of the Acquired Trust, on behalf of each Acquired Fund, Fund enforceable against the each Acquired Trust Fund in accordance with its terms, subject, except as to enforcement, to the same may be limited by bankruptcy, insolvency, reorganization, moratorium and reorganization or other similar laws relating to or affecting the enforcement of creditors' rights generally and to general equity other equitable principles; (c) Each Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, each Acquired Fund will have duly transferred such assets to its corresponding Acquiring Fund; (d) The execution and delivery of the this Agreement did not, and the consummation performance by a Columbia Fund Company and each Acquired Fund of the transactions contemplated hereby their respective obligations hereunder will not, result in a material violation of violate the Acquired Trust’s Declaration of Trust or By-Laws Columbia Fund Company's Charter Documents, or any provision of any agreement (known to such counsel) to which the Acquired Trust Columbia Fund Company 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 not disclosed to the Acquired Trustagreement, judgment judgment, or decree to which the Columbia Fund Company or an Acquired Trust Fund is a party or by which it is bound; (de) To the knowledge of such counsel, no 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 for the consummation by the a Columbia Fund Company or an Acquired Trust in order to consummate Fund of the transactions contemplated hereinby this Agreement, except such as have been obtained under the 1933 Act (assuming the availability of the exemption provided in Rule 145(a)(2) thereunder), the 1934 Act and the 1940 Act, and such as may be required under state securities or blue sky laws (other than those of the State of Delaware)obtained; (ef) The Such counsel does not know of any legal or governmental proceedings relating to a Columbia Fund Company or an Acquired Trust is a registered investment company classified as a management company Fund existing on or before the date of mailing of the open-end type with respect Prospectus/Proxy Statement referred to each series of shares it offers, including those of each Acquired Fund, under in paragraph 6.3 or the 1940 Act and its registration Closing Date required to be described in the Registration Statement which are not described as required; (g) Each Columbia Fund Company is registered with the Commission SEC as an investment company under the 1940 Act is in full force and effect; (f) The outstanding shares of each Acquired Fund are registered under the 1933 Act, and such registration is in full force and effect; and (gh) To the knowledge of such counselExcept as has been disclosed in writing to an Acquiring Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquired Trust or any an Acquired Fund or any of their respective its properties or assetsassets or any person whom the Acquiring Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and neither the Acquired Trust nor any of the Acquired Funds are Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body body, which materially and adversely affects its businessbusiness or its ability to consummate the transaction contemplated thereby. Such opinion may rely on the opinion of other counsel to the extent set forth in such opinion, provided each other counsel is reasonably acceptable to Columbia Funds Series Trust. 8.78.3. Except to the extent prohibited by Rule 19b-1 under the 1940 Act, prior to the Closing Date, each Acquired Fund shall have declared one or more distributions, with a record date and ex-distribution date prior to the Closing Date, which, together with all previous distributions, shall have the effect of distributing to the Acquired Fund's shareholders all of its previously undistributed (i) "investment company taxable income" within the meaning of Section 852(b) of the Code (determined without regard to Section 852(b)(2)(D) of the Code, (ii) amounts consisting of the excess of (A) the amount specified in Section 852(a)(1)(B)(i) of the Code over (B) the amount specified in Section 852(a)(1)(B)(ii) of the Code, and (iii) net capital gain (within the meaning of Section 1222(11) of the Code), if any, realized in taxable periods or years ending on or before the Closing Date. 8.4. Each Acquired Fund shall have furnished to the its corresponding Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of the Acquired FundColumbia Fund Company, as to the adjusted tax basis in the hands of the such Acquired Fund of the securities delivered to the corresponding Acquiring Fund pursuant to this Agreement computed in accordance with applicable sections of the Code and, with respect to securities, showing a breakdown by purchase lotAgreement. 8.88.5. Prior to the Closing Date, the Kensington International Real Estate Fund and Kensington Global Real Estate The custodian of each Acquired Fund shall have declared and paid delivered to each corresponding Acquiring Fund a dividend or dividends which, together with all previous dividends, shall have the effect of distributing: (i) certificate identifying all of each the assets of the Kensington International Real Estate Fund’s and Kensington Global Real Estate Fund’s investment company taxable income (plus the excess, if any, of its interest income excludible from gross income under Section 103(a) Acquired Fund held by such custodian as of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code) and all of its net realized capital gains for the taxable year ending on the Closing Date (computed without regard to any deduction for dividends paid); and (ii) any undistributed investment company taxable income (plus the excess, if any, of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code) and net realized capital gains from any prior period to the extent not otherwise already distributedValuation Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUNDS. The obligations of the Acquiring Trust, on behalf of each Acquiring Fund, Fund to complete the transactions provided for herein shall be subject, at the Acquiring Trust’s its election, to the performance by the corresponding Acquired Trust, on behalf of each Acquired Fund, Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 8.1. All representations and warranties of the Each Acquired Fund shall have delivered to Nations Funds Trust, on behalf of each Acquired 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; 8.2. The Acquired Trust, on behalf of each Acquired Fund, shall have delivered to the Acquiring Trust a statement of each Acquired Fund’s assets and liabilities, together with a list of portfolio securities of each Acquired Fund showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Acquired Trust; 8.3. The Acquired Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Nations Funds Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Trust, on behalf of each Acquired Fund, Fund made in this Agreement are, in all material respects, are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; 8.4. The , and that the Acquired Trust, on behalf of each Acquired Fund, shall Fund have performed complied with all the covenants and agreements and satisfied all of the covenants and complied with all of the provisions required by this Agreement conditions on their parts to be performed or complied with by the Acquired Trust, on behalf of each Acquired Fund, on satisfied under this Agreement at or before prior to the Closing Date; 8.58.2. Each Acquired Fund and each 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 Reorganization (as listed in Exhibit A) after such number has been calculated in accordance with paragraph 1.1 of this Agreement; and 8.6. The Acquiring Nations Funds Trust shall have received on a favorable opinion of Ropes & Gxxx, counsel to each Acquired Fund, dated the Closing Date the opinion of Dechert LLPand in a form satisfactory to Nations Funds Trust, counsel to the Acquired Trust (which may 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 Acquired Trust), covering the following pointseffect: (a) The Acquired In the case of Columbia Funds Trust I, Columbia Funds III, Columbia Funds Trust V and Columbia Funds Trust VI, the Columbia Fund Company is a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts; in the case of Columbia Short Term Bond Fund, Inc. and Columbia Fixed Income Securities Fund, Inc., the Columbia Fund Company is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the State of Delaware Oregon; and each Columbia Fund Company has the corporate power to own all of Acquired Funds’ its properties and assets, assets and to carry on its business, including that of each Acquired Fund, business as presently conducted; (b) The This Agreement has been duly authorized, executed and delivered by the Acquired Trust, on behalf of each Acquired Fund, Fund and, assuming the Registration Statement and the Prospectus/Proxy Statement referred to in paragraph 6.3 comply with applicable federal securities laws and assuming the due authorization, execution and delivery of the this Agreement by the Nations Funds Trust on behalf of each Acquiring TrustFund, is a the valid and binding obligation of the Acquired Trust, on behalf of each Acquired Fund, Fund enforceable against the Acquired Trust Fund in accordance with its terms, subject, except as to enforcement, to the same may be limited by bankruptcy, insolvency, reorganization, moratorium and reorganization or other similar laws relating to or affecting the enforcement of creditors' ’ rights generally and to general equity other equitable principles; (c) Each Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, each Acquired Fund will have duly transferred such assets to the Fund; (d) The execution and delivery of the this Agreement did not, and the consummation performance by an Acquired Fund of the transactions contemplated hereby its respective obligations hereunder will not, result in a material violation of violate the Acquired TrustFund’s Declaration of Trust or By-Laws Charter Documents, or any provision of any agreement (known to such counsel) to which the an Acquired Trust 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 not disclosed to the Acquired Trustagreement, judgment judgment, or decree to which the Acquired Trust Fund is a party or by which it is bound; (de) To the knowledge of such counsel, no 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 for the consummation by the an Acquired Trust in order to consummate Fund of the transactions contemplated hereinby this Agreement, except such as have been obtained under the 1933 Act (assuming the availability of the exemption provided in Rule 145(a)(2) thereunder), the 1934 Act and the 1940 Act, and such as may be required under state securities or blue sky laws (other than those of the State of Delaware)obtained; (ef) The No legal or governmental proceedings relating to an Acquired Trust is a registered investment company classified as a management company Fund existing on or before the date of mailing of the open-end type with respect Prospectus/Proxy Statement referred to each series of shares it offers, including those of each in paragraph 6.3 or the Closing Date required to be described in the Registration Statement which are not described as required; (g) Each Acquired Fund, under the 1940 Act and its registration Fund is registered with the Commission SEC as an investment company under the 1940 Act is in full force and effect; (f) The outstanding shares of each Acquired Fund are registered under the 1933 Act, and such registration is in full force and effect; and (gh) To the knowledge of such counselExcept as has been disclosed in writing to an Acquiring Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquired Trust or any an Acquired Fund or any of their respective its properties or assetsassets or any person whom the Acquiring Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and neither the Acquired Trust nor any of the Acquired Funds are Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body body, which materially and adversely affects its businessbusiness or its ability to consummate the transaction contemplated thereby. 8.78.3. Except to the extent prohibited by Rule 19b-1 under the 1940 Act, prior to the Closing Date, each Acquired Fund shall have declared one or more distributions, with a record date and ex-distribution date prior to the Closing Date, which, together with all previous distributions, shall have the effect of distributing to the Acquired Fund’s shareholders all of its previously undistributed (i) “investment company taxable income” within the meaning of Section 852(b) of the Code (determined without regard to Section 852(b)(2)(D) of the Code, (ii) amounts consisting of the excess of (A) the amount specified in Section 852(a)(1)(B)(i) of the Code over (B) the amount specified in Section 852(a)(1)(B)(ii) of the Code, and (iii) net capital gain (within the meaning of Section 1222(11) of the Code), if any, realized in taxable periods or years ending on or before the Closing Date. 8.4. Each Acquired Fund shall have furnished to the each corresponding Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of the Acquired Fund, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement computed in accordance with applicable sections of the Code and, with respect to securities, showing a breakdown by purchase lotAgreement. 8.88.5. Prior to the Closing Date, the Kensington International Real Estate Fund and Kensington Global Real Estate The custodian of each Acquired Fund shall have declared and paid delivered to each corresponding Acquiring Fund a dividend or dividends which, together with all previous dividends, shall have the effect of distributing: (i) certificate identifying all of each the assets of the Kensington International Real Estate Fund’s and Kensington Global Real Estate Fund’s investment company taxable income (plus the excess, if any, of its interest income excludible from gross income under Section 103(a) Acquired Fund held by such custodian as of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code) and all of its net realized capital gains for the taxable year ending on the Closing Date (computed without regard to any deduction for dividends paid); and (ii) any undistributed investment company taxable income (plus the excess, if any, of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code) and net realized capital gains from any prior period to the extent not otherwise already distributedValuation Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUNDS. The obligations of the Acquiring Trust, on behalf of each Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring Trust’s Trust s election, to the performance by the Acquired Trust, on behalf of each Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 8.17.1. All representations and warranties of the Acquired Trust, on behalf of each 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, with the same force and effect as if made on and as of the Closing Date; 8.27.2. The Acquired Trust, on behalf of each Acquired Fund, shall have delivered to the each Acquiring Trust Fund a statement of each the corresponding Acquired Fund’s Fund s assets and liabilities, together with a list of portfolio securities of each the Acquired Fund showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Acquired Trust; 8.37.3. The Trust, on behalf of each Acquired Trust Fund, shall have delivered to the each Acquiring Trust Fund on the Closing Date a certificate executed in its name by its President or a Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Trust, on behalf of each Acquired Fund, made in this Agreement are, in all material respects, true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; 8.47.4. The Acquired Trust, on behalf of each Acquired 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 Acquired Trust, on behalf of each Acquired Fund, on or before the Closing Date;; and 8.57.5. Each Acquired Fund and each 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 Reorganization (as listed in Exhibit A) after such number has been calculated in accordance with paragraph 1.1 of this Agreement; and 8.6. The Acquiring Trust shall have received on the Closing Date the opinion of Dechert LLP, counsel to the Acquired Trust (which may 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 Acquired Trust), covering the following points: (a) The Acquired Trust is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to own all of Acquired Funds’ properties and assets, and to carry on its business, including that of each Acquired Fund, as presently conducted; (b) The Agreement has been duly authorized, executed and delivered by the Acquired Trust, on behalf of each Acquired Fund, and, assuming due authorization, execution and delivery of the Agreement by the Acquiring Trust, is a valid and binding obligation of the Acquired Trust, on behalf of each Acquired Fund, enforceable against the Acquired 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 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 Acquired Trust’s Declaration of Trust or By-Laws or any provision of any agreement (known to such counsel) to which the Acquired 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 not disclosed to the Acquired Trust, judgment or decree to which the Acquired Trust is a party or by which it 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 to be obtained by the Acquired Trust in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act (assuming the availability of the exemption provided in Rule 145(a)(2) thereunder), the 1934 Act and the 1940 Act, and such as may be required under state securities or blue sky laws (other than those of the State of Delaware); (e) The Acquired 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 each Acquired Fund, under the 1940 Act and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; (f) The outstanding shares of each Acquired Fund are registered under the 1933 Act, and such registration is in full force and effect; and (g) 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 to the Acquired Trust or any Acquired Fund or any of their respective properties or assets, and neither the Acquired Trust nor any of the Acquired Funds 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. 8.7. Each Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of the Acquired Fund, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement computed in accordance with applicable sections of the Code and, with respect to securities, showing a breakdown by purchase lot. 8.87.6. Prior to the Closing Date, the Kensington International Real Estate Fund and Kensington Global Real Estate each Acquired Fund shall have declared and paid a dividend or dividends which, together with all previous dividends, shall have the effect of distributing: (i) all of each of the Kensington International Real Estate Fund’s and Kensington Global Real Estate Fund’s Acquired Fund s investment company taxable income (plus the excess, if any, of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code) and all of its net realized capital gains for the taxable year ending on the Closing Date (computed without regard to any deduction for dividends paid); and (ii) any undistributed investment company taxable income (plus the excess, if any, of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code) and net realized capital gains from any prior period to the extent not otherwise already distributed. 7.7. The Trust, on behalf of each Acquired Fund, shall have furnished to each Acquiring Fund, a certificate, signed by the President or any Vice President and the Treasurer or any Assistant Treasurer of the Trust, as to the adjusted tax basis in the hands of each Acquired Fund of the securities delivered to an Acquiring Fund pursuant to this Agreement computed in accordance with applicable sections of the Code and, with respect to securities, showing a breakdown by purchase lot.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUNDS. The obligations of the Acquiring Trust, on behalf of each Acquiring Fund, Funds to complete consummate the transactions provided for herein shall be subject, at the Acquiring Trust’s its election, to the performance by the Acquired Trust, on behalf of each Acquired Fund, Fund of all of the obligations to be performed by it hereunder each Acquired Fund pursuant to this Agreement, on or before the Closing Date and, in addition theretoaddition, shall be subject to the following conditions: 8.1. 7.1 All representations representations, covenants, and warranties of the Acquired Trust, on behalf of each Acquired 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, and as of the Closing Date, with the same force and effect as if made on and as of the such Closing Date; 8.2. The Each Acquired Trust, on behalf of each Acquired Fund, Fund shall have delivered to each Acquiring Fund on such Closing Date a certificate executed in the Acquired Fund’s name by Forum’s President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Funds and dated as of such Closing Date, to such effect and as to such other matters as the Acquiring Funds shall reasonably request. 7.2 The Acquiring Funds shall have received on the Closing Date an opinion from Kxxxxxxxxxx & Lxxxxxxx Xxxxxxx Gxxxx Xxxxx LLP, counsel to Forum, dated as of such Closing Date, in a form reasonably satisfactory to the Acquiring Funds, covering the following points: (a) Forum Funds is a 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 described in the registration statement on Form N-1A of Forum Funds, and each Acquired Fund is a separate series of Forum Funds constituted in accordance with the applicable provisions of the 1940 Act and the Declaration of Trust and Bylaws of Forum Funds; (b) The Agreement has been duly authorized, executed and delivered on behalf of Forum Funds and each Acquired Fund and is the valid and binding obligation of Forum Funds and each Acquired Fund enforceable against Forum Funds and each Acquired 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) Each Acquired Fund has the power to sell, assign, transfer and deliver its assets to be transferred by it under the Agreement, and, upon consummation of the transactions contemplated hereby, each Acquired Fund will have transferred such assets to its corresponding Acquiring Fund; (d) The execution and delivery of the Agreement did not, and the performance by Forum Funds and each Acquired Fund of their obligations under the Agreement will not, violate the Declaration of Trust or Bylaws; (e) No consent, approval, authorization or order of any court or governmental authority is required for the consummation by Forum Funds and each Acquired Fund of the transactions contemplated by the Agreement, except such as have been obtained; (f) There are no legal or governmental proceedings relating to Forum Funds or any Acquired Fund existing on or before the date of mailing of the Prospectus/ Proxy Statement or the Closing Date required to be described in the Form N-14 Registration Statement which are not described as required; (g) Forum Funds is registered with the SEC as an investment company under the 1940 Act; and (h) To the knowledge of such counsel, except as has been disclosed in writing to PMP, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to Forum Funds or any Acquired Fund or any of their properties or assets or any person whom Forum Funds or any Acquired Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and each of Forum Funds and the Acquired Funds 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 transactions contemplated hereby. 7.3 Each Acquired Fund shall have delivered to each Acquiring Fund a statement of each the Acquired Fund’s assets and liabilities, together with a list of the Acquired Fund’s portfolio securities of each Acquired Fund showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Acquired Trust; 8.3. The Acquired Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Trust, on behalf of each Acquired Fund, made in this Agreement are, in all material respects, true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; 8.4. The Acquired Trust, on behalf of each Acquired 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 Acquired Trust, on behalf of each Acquired Fund, on or before the Closing Date; 8.5. Each Acquired Fund and each 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 Reorganization (as listed in Exhibit A) after such number has been calculated in accordance with paragraph 1.1 of this Agreement; and 8.6. The Acquiring Trust shall have received on the Closing Date the opinion of Dechert LLP, counsel to the Acquired Trust (which may 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 Acquired Trust), covering the following points: (a) The Acquired Trust is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to own all of Acquired Funds’ properties and assets, and to carry on its business, including that of each Acquired Fund, as presently conducted; (b) The Agreement has been duly authorized, executed and delivered by the Acquired Trust, on behalf of each Acquired Fund, and, assuming due authorization, execution and delivery of the Agreement by the Acquiring Trust, is a valid and binding obligation of the Acquired Trust, on behalf of each Acquired Fund, enforceable against the Acquired 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 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 Acquired Trust’s Declaration of Trust or By-Laws or any provision of any agreement (known to such counsel) to which the Acquired 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 not disclosed to the Acquired Trust, judgment or decree to which the Acquired Trust is a party or by which it 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 to be obtained by the Acquired Trust in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act (assuming the availability of the exemption provided in Rule 145(a)(2) thereunder), the 1934 Act and the 1940 Act, and such as may be required under state securities or blue sky laws (other than those of the State of Delaware); (e) The Acquired 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 each Acquired Fund, under the 1940 Act and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; (f) The outstanding shares of each Acquired Fund are registered under the 1933 Act, and such registration is in full force and effect; and (g) 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 to the Acquired Trust or any Acquired Fund or any of their respective properties or assets, and neither the Acquired Trust nor any of the Acquired Funds 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 businessForum. 8.7. Each 7.4 The Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President (or Vice-President and the Treasurer or any Vice President) and the Assistant Treasurer of the Acquired Fund, as to the adjusted tax basis in the hands of the Acquired Fund Funds of the securities delivered to the Acquiring Fund pursuant to this Agreement computed in accordance with applicable sections of the Code and, with respect to securities, showing a breakdown by purchase lotAgreement. 8.8. Prior to the Closing Date, the Kensington International Real Estate Fund and Kensington Global Real Estate Fund shall have declared and paid a dividend or dividends which, together with all previous dividends, shall have the effect of distributing: (i) all of each of the Kensington International Real Estate Fund’s and Kensington Global Real Estate Fund’s investment company taxable income (plus the excess, if any, of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code) and all of its net realized capital gains for the taxable year ending on the Closing Date (computed without regard to any deduction for dividends paid); and (ii) any undistributed investment company taxable income (plus the excess, if any, of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code) and net realized capital gains from any prior period to the extent not otherwise already distributed.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUNDS. The obligations of the Acquiring Nations Funds Trust, on behalf of each Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring Trust’s its election, to the performance by the Acquired Trusta Columbia Fund Company, on behalf of each corresponding Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 8.1. All representations and warranties of the Acquired Trust, on behalf of each 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, with the same force and effect as if made on and as of the Closing Date; 8.2. The Acquired TrustEach Columbia Fund Company, on behalf of each Acquired Fund, shall have delivered to the Acquiring Trust a statement Nations Funds Trust, on behalf of each Acquired corresponding Acquiring Fund’s assets and liabilities, together with a list of portfolio securities of each Acquired Fund showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Acquired Trust; 8.3. The Acquired Trust shall have delivered to the Acquiring Trust on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Nations Funds Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Trusteach Columbia Fund Company, on behalf of each Acquired Fund, made in this Agreement are, in all material respects, are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; 8.4. The Acquired Trust, on behalf of and that each Columbia Fund Company and each Acquired Fund, shall Fund have performed complied with all the covenants and agreements and satisfied all of the covenants and complied with all of the provisions required by this Agreement conditions on their parts to be performed or complied with by the Acquired Trust, on behalf of each Acquired Fund, on satisfied under this Agreement at or before prior to the Closing Date; 8.58.2. Each Acquired Fund and each 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 Reorganization (as listed in Exhibit A) after such number has been calculated in accordance with paragraph 1.1 of this Agreement; and 8.6. The Acquiring Nations Funds Trust shall have received on a favorable opinion of Ropes & Xxxx, counsel to, and with respect to, Columbia Funds Trust II, Columbia Funds Trust IV and Columbia Daily Income Company, dated the Closing Date the opinion of Dechert LLPand in a form satisfactory to Nations Funds Trust, counsel to the Acquired Trust (which may 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 Acquired Trust), covering the following pointseffect: (a) The Acquired In the case of Columbia Funds Trust II and Columbia Funds IV, the Columbia Fund Company is a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts; in the case of Columbia Daily Income Company, the Columbia Fund Company is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the State of Delaware Oregon; and each Columbia Fund Company has the corporate power to own all of Acquired Funds’ its properties and assets, assets and to carry on its business, including that of each Acquired Fund, business as presently conducted; (b) The This Agreement has been duly authorized, executed and delivered by the Acquired Trust, on behalf of each Acquired Fund, Fund and, assuming the Registration Statement and the Prospectus/Proxy Statement referred to in paragraph 6.3 comply with applicable federal securities laws and assuming the due authorization, execution and delivery of the this Agreement by the Nations Funds Trust on behalf of each Acquiring TrustFund, is a the valid and binding obligation of the Acquired Trust, on behalf of each Acquired Fund, Fund enforceable against the each Acquired Trust Fund in accordance with its terms, subject, except as to enforcement, to the same may be limited by bankruptcy, insolvency, reorganization, moratorium and reorganization or other similar laws relating to or affecting the enforcement of creditors' ’ rights generally and to general equity other equitable principles; (c) Each Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, each Acquired Fund will have duly transferred such assets to its corresponding Acquiring Fund; (d) The execution and delivery of the this Agreement did not, and the consummation performance by a Columbia Fund Company and each Acquired Fund of the transactions contemplated hereby their respective obligations hereunder will not, result in a material violation of violate the Acquired TrustColumbia Fund Company’s Declaration of Trust or By-Laws Charter Documents, or any provision of any agreement (known to such counsel) to which the Acquired Trust Columbia Fund Company 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 not disclosed to the Acquired Trustagreement, judgment judgment, or decree to which the Columbia Fund Company or an Acquired Trust Fund is a party or by which it is bound; (de) To the knowledge of such counsel, no 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 for the consummation by the a Columbia Fund Company or an Acquired Trust in order to consummate Fund of the transactions contemplated hereinby this Agreement, except such as have been obtained under the 1933 Act (assuming the availability of the exemption provided in Rule 145(a)(2) thereunder), the 1934 Act and the 1940 Act, and such as may be required under state securities or blue sky laws (other than those of the State of Delaware)obtained; (ef) The Such counsel does not know of any legal or governmental proceedings relating to a Columbia Fund Company or an Acquired Trust is a registered investment company classified as a management company Fund existing on or before the date of mailing of the open-end type with respect Prospectus/Proxy Statement referred to each series of shares it offers, including those of each Acquired Fund, under in paragraph 6.3 or the 1940 Act and its registration Closing Date required to be described in the Registration Statement which are not described as required; (g) Each Columbia Fund Company is registered with the Commission SEC as an investment company under the 1940 Act is in full force and effect; (f) The outstanding shares of each Acquired Fund are registered under the 1933 Act, and such registration is in full force and effect; and (gh) To the knowledge of such counselExcept as has been disclosed in writing to an Acquiring Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquired Trust or any an Acquired Fund or any of their respective its properties or assetsassets or any person whom the Acquiring Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and neither the Acquired Trust nor any of the Acquired Funds are Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body body, which materially and adversely affects its businessbusiness or its ability to consummate the transaction contemplated thereby. Such opinion may rely on the opinion of other counsel to the extent set forth in such opinion, provided each other counsel is reasonably acceptable to Nations Funds Trust. 8.78.3. Except to the extent prohibited by Rule 19b-1 under the 1940 Act, prior to the Closing Date, each Acquired Fund shall have declared one or more distributions, with a record date and ex-distribution date prior to the Closing Date, which, together with all previous distributions, shall have the effect of distributing to the Acquired Fund’s shareholders all of its previously undistributed (i) “investment company taxable income” within the meaning of Section 852(b) of the Code (determined without regard to Section 852(b)(2)(D) of the Code, (ii) amounts consisting of the excess of (A) the amount specified in Section 852(a)(1)(B)(i) of the Code over (B) the amount specified in Section 852(a)(1)(B)(ii) of the Code, and (iii) net capital gain (within the meaning of Section 1222(11) of the Code), if any, realized in taxable periods or years ending on or before the Closing Date. 8.4. Each Acquired Fund shall have furnished to the its corresponding Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of the Acquired FundColumbia Fund Company, as to the adjusted tax basis in the hands of the such Acquired Fund of the securities delivered to the corresponding Acquiring Fund pursuant to this Agreement computed in accordance with applicable sections of the Code and, with respect to securities, showing a breakdown by purchase lotAgreement. 8.88.5. Prior to the Closing Date, the Kensington International Real Estate Fund and Kensington Global Real Estate The custodian of each Acquired Fund shall have declared and paid delivered to each corresponding Acquiring Fund a dividend or dividends which, together with all previous dividends, shall have the effect of distributing: (i) certificate identifying all of each the assets of the Kensington International Real Estate Fund’s and Kensington Global Real Estate Fund’s investment company taxable income (plus the excess, if any, of its interest income excludible from gross income under Section 103(a) Acquired Fund held by such custodian as of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code) and all of its net realized capital gains for the taxable year ending on the Closing Date (computed without regard to any deduction for dividends paid); and (ii) any undistributed investment company taxable income (plus the excess, if any, of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code) and net realized capital gains from any prior period to the extent not otherwise already distributedValuation Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUNDS. The obligations of the Acquiring Trust, on behalf of each Acquiring Fund, to complete consummate the transactions provided for herein shall be subject, at the Acquiring Trust’s election, to the performance by the Acquired TrustCompany, on behalf of each Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 8.15.1. All representations and warranties of the Acquired TrustCompany, on behalf of each 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, with the same force and effect as if made on and as of the Closing Date; 8.25.2. The Acquired TrustCompany, on behalf of each Acquired Fund, shall have delivered to the Acquiring Trust a statement of each Acquired Fund’s assets and known liabilities, together with a list of portfolio securities of each Acquired Fund showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer or Assistant Treasurer of the Acquired TrustCompany; 8.35.3. The Acquired Trust Company shall have delivered to the Acquiring Trust on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired TrustCompany, on behalf of each Acquired Fund, made in this Agreement are, in all material respects, 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 Trust shall reasonably request; 8.45.4. The Acquired TrustCompany, on behalf of each Acquired 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 Acquired TrustCompany, on behalf of each Acquired Fund, on or before the Closing Date; 8.55.5. Each Acquired Fund and each 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 Reorganization (as listed in Exhibit A) after such number has been calculated in accordance with paragraph 1.1 of this Agreement; and 8.65.6. The Acquiring Trust shall have received on the Closing Date the opinion of Dechert Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to the Acquired Trust Company (which may rely as to matters governed by the laws of the State of Delaware Maryland on an opinion of Delaware Maryland counsel and/or certificates of officers or Trustees Directors of the Acquired TrustCompany), covering the following points: (a) The Acquired Trust Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Maryland and has the corporate power to own all of Acquired Funds’ its properties and assets, assets and to carry on its business, including that of each Acquired Fund, business as presently conducted, and each Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Articles of Incorporation and Bylaws of the Company; (b) The Agreement has been duly authorized, executed and delivered by the Acquired TrustCompany, on behalf of each Acquired Fund, and, assuming due authorization, execution and delivery of the Agreement by the Acquiring Trust, Forward and Accessor and that the consummation of the transactions contemplated hereby qualify for the exemption provided in Rule 145(a)(2) of the 1933 Act, is a valid and binding obligation of the Acquired TrustCompany, on behalf of each Acquired Fund, enforceable against the Acquired Trust Company 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 Assuming the consummation of the transactions contemplated hereby qualify for the exemption provided in Rule 145(a)(2) of the 1933 Act, 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 Acquired TrustCompany’s Declaration Articles of Trust Incorporation or By-Laws or in a material violation of any provision of any agreement (known to such counsel) referenced in Part C of the Company’s current registration statement on Form N-1A to which the Acquired Trust Company 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 not disclosed to the Acquired TrustCompany, judgment or decree to which the Acquired Trust Company is a party or by which it 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 Maryland is required to be obtained by the Acquired Trust Company in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act (assuming that the availability consummation of the transactions contemplated hereby qualify for the exemption provided in Rule 145(a)(2) thereunder)), the 1934 Act and the 1940 Act, and such as may be required under state securities or blue sky laws (other than those of the State of Delaware)laws, as to which counsel need express no opinion; (e) The Acquired Trust Company 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 each Acquired Fund, under the 1940 Act and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; (f) The outstanding shares of each Acquired Fund are registered under the 1933 Act, and such registration is in full force and effect; and (g) 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 to the Acquired Trust Company or any Acquired Fund or any of their respective properties or assets, and neither the Acquired Trust Company nor any of the Acquired Funds 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 businessbusiness or its ability to consummate the transaction contemplated hereby. 8.7. Each Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of the Acquired Fund, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement computed in accordance with applicable sections of the Code and, with respect to securities, showing a breakdown by purchase lot. 8.8. Prior to the Closing Date, the Kensington International Real Estate Fund and Kensington Global Real Estate Fund shall have declared and paid a dividend or dividends which, together with all previous dividends, shall have the effect of distributing: (i) all of each of the Kensington International Real Estate Fund’s and Kensington Global Real Estate Fund’s investment company taxable income (plus the excess, if any, of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code) and all of its net realized capital gains for the taxable year ending on the Closing Date (computed without regard to any deduction for dividends paid); and (ii) any undistributed investment company taxable income (plus the excess, if any, of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code) and net realized capital gains from any prior period to the extent not otherwise already distributed.