Common use of Covenants of the Parties Clause in Contracts

Covenants of the Parties. 5.1. The Pacific Funds Trust covenants that each Acquired Fund will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include purchases and sales of portfolio securities, sales and redemptions of fund shares, and regular and customary periodic dividends and distributions. The Aristotle Trust covenants that each Acquiring Fund will not carry on any business activities between the date hereof and the Closing Date (other than such activities as are customary to the organization of a new registered investment company prior to its commencement of operations, including holding and redeeming the initial investment of the initial shareholder of the Acquiring Fund prior to the Closing Date). 5.2. The Pacific Funds Trust will either call a meeting of shareholders for each Acquired Fund to be held prior to the Closing Date to consider and act upon this Agreement and the transactions contemplated herein, including the liquidation of each Acquired Fund, or solicit the written consent of the shareholders with respect to such transactions and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with each Acquired Fund shareholders’ meeting or written consent, as the case may be, referred to in Section 5.2, the Aristotle Trust will prepare the Registration Statement and Prospectus/Proxy Statement for such meeting, which the Aristotle Trust will file for registration, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act, provided, however, that neither the Aristotle Trust nor the applicable Acquiring Fund shall be responsible for the accuracy or completeness of information relating to the Pacific Funds Trust or any Acquired Fund that was furnished by the Pacific Funds Trust or such Acquired Fund for use therein. 5.4. Each of the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Funds will cooperate with the others, and each will furnish to the others the information relating to itself required by the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Pacific Funds Trust and the Acquired Funds will assist the Acquiring Funds in obtaining such information as the Acquiring Funds reasonably request concerning the beneficial ownership of Acquired Fund shares. 5.5. Subject to the provisions of this Agreement, the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Funds will each take, or cause to be taken, all actions, and do or cause to be done, all things, reasonably necessary, proper or advisable to cause the conditions to the other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.6. The Pacific Funds Trust will at the Closing Date provide the Aristotle Trust with: (a) A statement of the respective adjusted tax basis of all Assets to be transferred by each Acquired Fund to the Corresponding Acquiring Fund; (b) A copy of any other Tax books and records of each Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Sections 1.6045A-1 and 1.6045B-1(a) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the Closing; (c) A copy (which may be in electronic form) of the shareholder ledger accounts of each Acquired Fund, including, without limitation, (i) the name, address and taxpayer identification number of each Acquired Fund Shareholder, (ii) the number of shares of beneficial interest held by each Acquired Fund Shareholder, (iii) the dividend reinvestment elections applicable to each Acquired Fund Shareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., Internal Revenue Service (“IRS”) Form W-8BEN, W-8ECI, W-8IMY), notices or records on file with the Acquired Fund with respect to each Acquired Fund Shareholder, and (v) such information as the Aristotle Trust may reasonably request concerning Acquired Fund shares or Acquired Fund Shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury Regulations following the Closing for all of the Acquired Fund Shareholders’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds as a result of the transfer of assets that is the subject of this Agreement, certified by its transfer agent or its President or its Vice President to the best of his or her knowledge and belief; and (d) All FASB ASC 000-00-00 (formerly, FIN 48) work papers and supporting statements pertaining to each Acquired Fund. (e) A management representation letter directed to, and in the form and manner acceptable to, the Aristotle Trust and its auditor, Xxxx, Xxxxxx & Xxxxx LLP (“Auditor”), covering the period from the end of the Acquired Funds most recent fiscal year end through the Closing Date, for the purposes of permitting the Aristotle Trust to issue its own management representation letter to the Auditor, in connection with the audit of the Acquiring Funds financial statements. (f) A letter from internal and external counsel directed to, and in the form and manner acceptable to, the Aristotle Trust and Auditor, that confirms (i) such party has no knowledge of any litigation, claim, or assessment against an Acquired Fund from the date of the Acquired Funds most recent fiscal year end through the Closing Date, that constitutes a loss contingency (as defined by ASC 450 Contingencies) that is required to be disclosed or recorded in the Acquired Funds financial statements; and, (ii) there has been no knowledge of or advice given to the Acquired Funds related to the existence of any unasserted claim that is material to the presentation of such fund’s financial statements and which, in such counsel’s opinion, is probable or reasonably possible of assertion and should be so recorded or disclosed in accordance with ASC 450. 5.7. As promptly as practicable, but in any case within sixty days after the Closing Date, each Acquired Fund shall furnish the Corresponding Acquiring Fund, in such form as is reasonably satisfactory to the Corresponding Acquiring Fund, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes that will (subject to any applicable provisions and limitations of the Code and Treasury Regulations) be carried over by the Corresponding Acquiring Fund as a result of Section 381 of the Code, and which will be certified by the Pacific Funds Trust’s

Covenants of the Parties. 5.1. The Pacific Funds Trust IMST covenants that each Acquired Fund will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include purchases and sales of portfolio securities, sales and redemptions of fund shares, and regular and customary periodic dividends and distributions. The Aristotle Funds Trust covenants that each Acquiring Fund will not carry on any business activities between the date hereof and the Closing Date (other than such activities as are customary to the organization of a new registered investment company prior to its commencement of operations, including holding and redeeming the initial investment of the initial shareholder of the Acquiring Fund prior to the Closing Date). 5.2. The Pacific Funds Trust IMST will either call a meeting of shareholders for each Acquired Fund to be held prior to the Closing Date to consider and act upon this Agreement and the transactions contemplated herein, including the liquidation of each Acquired Fund, or solicit the written consent of the shareholders with respect to such transactions and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with each Acquired Fund shareholders’ meeting or written consent, as the case may be, referred to in Section 5.2, the Aristotle Funds Trust will prepare the Registration Statement and Prospectus/Proxy Statement for such meeting, which the Aristotle Funds Trust will file for registration, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act, provided, however, that neither the Aristotle Funds Trust nor the applicable Acquiring Fund shall be responsible for the accuracy or completeness of information relating to the Pacific Funds Trust IMST or any Acquired Fund that was furnished by the Pacific Funds Trust IMST or such Acquired Fund for use therein. 5.4. Each of the Pacific Funds TrustIMST, the Acquired Funds, the Aristotle Funds Trust and the Acquiring Funds will cooperate with the others, and each will furnish to the others the information relating to itself required by the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Pacific Funds Trust IMST and the Acquired Funds will assist the Acquiring Funds in obtaining such information as the Acquiring Funds reasonably request concerning the beneficial ownership of Acquired Fund shares. 5.5. Subject to the provisions of this Agreement, the Pacific Funds TrustIMST, the Acquired Funds, the Aristotle Funds Trust and the Acquiring Funds will each take, or cause to be taken, all actions, and do or cause to be done, all things, reasonably necessary, proper or advisable to cause the conditions to the other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.6. The Pacific Funds Trust IMST will at the Closing Date provide the Aristotle Funds Trust with: (a) A statement of the respective adjusted tax basis of all Assets to be transferred by each Acquired Fund to the Corresponding Acquiring Fund; (b) A copy of any other Tax books and records of each Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Sections 1.6045A-1 and 1.6045B-1(a) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the Closing; (c) A copy (which may be in electronic form) of the shareholder ledger accounts of each Acquired Fund, including, without limitation, (i) the name, address and taxpayer identification number of each Acquired Fund Shareholder, (ii) the number of shares of beneficial interest held by each Acquired Fund Shareholder, (iii) the dividend reinvestment elections applicable to each Acquired Fund Shareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., Internal Revenue Service (“IRS”) Form W-8BEN, W-8ECI, W-8IMY), notices or records on file with the Acquired Fund with respect to each Acquired Fund Shareholder, and (v) such information as the Aristotle Funds Trust may reasonably request concerning Acquired Fund shares or Acquired Fund Shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury Regulations following the Closing for all of the Acquired Fund Shareholders’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds as a result of the transfer of assets that is the subject of this Agreement, certified by its transfer agent or its President or its Vice President to the best of his or her knowledge and belief; and (d) All FASB ASC 000-00-00 (formerly, FIN 48) work papers and supporting statements pertaining to each Acquired Fund. (e) A management representation letter directed to, and in the form and manner acceptable to, the Aristotle Funds Trust and its auditor, Xxxx, Xxxxxx & Xxxxx LLP (“Auditor”), covering the period from the end of the Acquired Funds most recent fiscal year end through the Closing Date, for the purposes of permitting the Aristotle Funds Trust to issue its own management representation letter to the Auditor, in connection with the audit of the Acquiring Funds financial statements. (f) A letter from internal and external counsel directed to, and in the form and manner acceptable to, the Aristotle Trust and Auditor, that confirms (i) such party has no knowledge of any litigation, claim, or assessment against an Acquired Fund from the date of the Acquired Funds most recent fiscal year end through the Closing Date, that constitutes a loss contingency (as defined by ASC 450 Contingencies) that is required to be disclosed or recorded in the Acquired Funds financial statements; and, (ii) there has been no knowledge of or advice given to the Acquired Funds related to the existence of any unasserted claim that is material to the presentation of such fund’s financial statements and which, in such counsel’s opinion, is probable or reasonably possible of assertion and should be so recorded or disclosed in accordance with ASC 450. 5.7. As promptly as practicable, but in any case within sixty days after the Closing Date, each Acquired Fund shall furnish the Corresponding Acquiring Fund, in such form as is reasonably satisfactory to the Corresponding Acquiring Fund, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes that will (subject to any applicable provisions and limitations of the Code and Treasury Regulations) be carried over by the Corresponding Acquiring Fund as a result of Section 381 of the Code, and which will be certified by the Pacific Funds TrustIMST’s

Covenants of the Parties. 5.1. The Pacific Funds Trust covenants that each Each Acquired Fund will and each Acquiring Fund shall operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that that, with respect to an Acquired Fund, such ordinary course of business will shall include purchases and sales of portfolio securities, sales and redemptions of fund sharesAcquired Fund Shares, and regular and customary periodic dividends and distributions. The Aristotle Trust covenants that each , and with respect to the Acquiring Fund will not carry on any Fund, such ordinary course of business activities between the date hereof and the Closing Date (other than shall be limited to such activities actions as are customary to the organization of a new registered investment company series prior to its commencement of investment operations, including holding and redeeming the initial investment of the initial shareholder of the Acquiring Fund prior to the Closing Date). 5.2. The Pacific Funds Trust will either Capital shall call a meeting of the Acquired Fund shareholders for of each Acquired Fund as soon as practicable after the date of the effectiveness of the Registration Statement to be held prior to the Closing Date for the purpose of considering the sale of all of such Acquired Fund’s assets to consider and act upon the assumption of all of its identified liabilities by the corresponding Acquiring Fund as herein provided, adopting this Agreement and the transactions contemplated herein, including authorizing the liquidation of each the Acquired Fund, or solicit the written consent of the shareholders with respect to such transactions and take taking all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with each the Acquired Fund shareholders’ meeting or written consent, as the case may be, referred to in Section 5.2, FundVantage, with the Aristotle Trust will assistance of Pacific Capital, shall prepare the Registration Statement and Prospectus/Proxy Statement for such meeting, which the Aristotle Trust will FundVantage shall file for registrationthe registration under the 1933 Act of the Acquiring Fund Shares to be distributed to Acquired Fund shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act, provided, however, that neither the Aristotle Trust nor the applicable Acquiring Fund shall be responsible for the accuracy or completeness of information relating to the Pacific Funds Trust or any Acquired Fund that was furnished by the Pacific Funds Trust or such Acquired Fund for use therein. 5.4. Each of the Pacific Funds TrustCapital, the Acquired Funds, the Aristotle Trust FundVantage and the Acquiring Funds will shall cooperate with the others, and each will shall furnish to the others the information relating to itself required by the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Pacific Funds Trust Capital and the Acquired Funds will Fund shall assist the Acquiring Funds Fund in obtaining such information as the Acquiring Funds Fund reasonably request requests concerning the beneficial ownership of Acquired Fund sharesShares. 5.5. Subject to the provisions of this Agreement, the Pacific Funds TrustCapital, FundVantage, the Acquired Funds, the Aristotle Trust Funds and the Acquiring Funds will shall each take, or cause to be taken, all actionsaction, and do or cause to be done, all things, reasonably necessary, proper or advisable to cause the conditions to the other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.6. The Pacific Funds Trust will at the Closing Date provide the Aristotle Trust with: (a) A statement of the respective adjusted tax basis of all Assets to be transferred by each Acquired Fund to the Corresponding Acquiring Fund; (b) A copy of any other Tax books and records of each Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Sections 1.6045A-1 and 1.6045B-1(a) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the Closing; (c) A copy (which may be in electronic form) of the shareholder ledger accounts of each Acquired Fund, including, without limitation, (i) the name, address and taxpayer identification number of each Acquired Fund Shareholder, (ii) the number of shares of beneficial interest held by each Acquired Fund Shareholder, (iii) the dividend reinvestment elections applicable to each Acquired Fund Shareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., Internal Revenue Service (“IRS”) Form W-8BEN, W-8ECI, W-8IMY), notices or records on file with the Acquired Fund with respect to each Acquired Fund Shareholder, and (v) such information as the Aristotle Trust may reasonably request concerning Acquired Fund shares or Acquired Fund Shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury Regulations following the Closing for all of the Acquired Fund Shareholders’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds as a result of the transfer of assets that is the subject of this Agreement, certified by its transfer agent or its President or its Vice President to the best of his or her knowledge and belief; and (d) All FASB ASC 000-00-00 (formerly, FIN 48) work papers and supporting statements pertaining to each Acquired Fund. (e) A management representation letter directed to, and in the form and manner acceptable to, the Aristotle Trust and its auditor, Xxxx, Xxxxxx & Xxxxx LLP (“Auditor”), covering the period from the end of the Acquired Funds most recent fiscal year end through the Closing Date, for the purposes of permitting the Aristotle Trust to issue its own management representation letter to the Auditor, in connection with the audit of the Acquiring Funds financial statements. (f) A letter from internal and external counsel directed to, and in the form and manner acceptable to, the Aristotle Trust and Auditor, that confirms (i) such party has no knowledge of any litigation, claim, or assessment against an Acquired Fund from the date of the Acquired Funds most recent fiscal year end through the Closing Date, that constitutes a loss contingency (as defined by ASC 450 Contingencies) that is required to be disclosed or recorded in the Acquired Funds financial statements; and, (ii) there has been no knowledge of or advice given to the Acquired Funds related to the existence of any unasserted claim that is material to the presentation of such fund’s financial statements and which, in such counsel’s opinion, is probable or reasonably possible of assertion and should be so recorded or disclosed in accordance with ASC 450. 5.7. As promptly as practicable, but in any case within sixty days after the Closing Date, Pacific Capital or each Acquired Fund shall furnish the Corresponding corresponding Acquiring Fund, in such form as is reasonably satisfactory to the Corresponding Acquiring Fund, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes that will (subject to any applicable provisions and limitations of the Code and Treasury Regulations) shall be carried over by the Corresponding Acquiring Fund as a result of Section 381 of the Code, and which will shall be reviewed by KPMG LLP and certified by the Pacific Funds TrustCapital’s

Covenants of the Parties. 5.1. The Pacific Funds Acquired Trust covenants that each and the Acquiring Trust, and the Acquired Fund and the Acquiring Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that that, with respect to the Acquired Fund, such ordinary course of business will include purchases and sales of portfolio securities, sales and redemptions of fund sharesAcquired Fund Shares, and regular and customary periodic dividends and distributions. The Aristotle Trust covenants that each , and with respect to the Acquiring Fund will not carry on any business activities between the date hereof and the Closing Date (other than Fund, it shall be limited to such activities actions as are customary to the organization of a new registered investment company series prior to its commencement of investment operations, including holding and redeeming the initial investment of the initial shareholder of the Acquiring Fund prior to the Closing Date). 5.2. The Pacific Funds Acquired Trust will either call a meeting of shareholders for each the Acquired Fund shareholders as soon as practicable after the date of filing the Registration Statement to be held prior to the Closing Date for the purpose of considering the sale of all of its assets to consider and act upon the assumption of all of its liabilities by the Acquiring Fund as herein provided, adopting this Agreement and the transactions contemplated herein, including authorizing the liquidation of each the Acquired Fund, or solicit the written consent of the shareholders with respect to such transactions and take taking all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with each the Acquired Fund shareholders’ ' meeting or written consent, as the case may be, referred to in Section 5.2, the Aristotle Acquiring Trust will prepare the Registration Statement and Prospectus/Proxy Statement for such meeting, which the Aristotle Acquiring Trust will file for registrationthe registration under the 1933 Act of the Acquiring Fund Shares to be distributed to Acquired Fund shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act, provided, however, that neither the Aristotle Trust nor the applicable Acquiring Fund shall be responsible for the accuracy or completeness of information relating to the Pacific Funds Trust or any Acquired Fund that was furnished by the Pacific Funds Trust or such Acquired Fund for use therein1000 Xxx. 5.4. Each of the Pacific Funds Acquired Trust, the Acquired FundsFund, the Aristotle Acquiring Trust and the Acquiring Funds Fund will cooperate with the others, and each will furnish to the others the information relating to itself required by the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Pacific Funds Trust and the Acquired Funds will assist the Acquiring Funds in obtaining such information as the Acquiring Funds reasonably request concerning the beneficial ownership of Acquired Fund shares. 5.5. Subject to the provisions The Acquiring Fund shall, on behalf of this Agreement, the Pacific Funds Trust, the Acquired FundsFund, the Aristotle Trust and the Acquiring Funds will each take, or cause to be takentimely filed tax returns (taking into account extensions) required to be filed with respect to the Acquired Fund for the taxable year ending on December 31, all actions, 2015 and do or shall cause to be done, all things, paid any taxes shown as due thereon. The parties shall reasonably necessary, proper or advisable to cause cooperate with each other in connection with the conditions tax preparation and filing of tax returns with respect to the other parties’ obligations to consummate Acquired Fund that are due after the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactionsClosing Date. 5.6. The Pacific Funds Trust Acquiring Fund will at use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or blue sky laws as it may deem appropriate in order to continue its operations after the Closing Date provide the Aristotle Date. 5.7. The Acquired Trust with: (a) A statement of the respective adjusted tax basis of all Assets to be transferred by each Acquired Fund to the Corresponding Acquiring Fund; (b) A copy of any other Tax books and records of each Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Sections 1.6045A-1 and 1.6045B-1(a) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the Closing; (c) A copy (which may be in electronic form) of the shareholder ledger accounts of each Acquired Fund, including, without limitation, (i) the name, address and taxpayer identification number of each Acquired Fund Shareholder, (ii) the number of shares of beneficial interest held by each Acquired Fund Shareholder, (iii) the dividend reinvestment elections applicable to each Acquired Fund Shareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., Internal Revenue Service (“IRS”) Form W-8BEN, W-8ECI, W-8IMY), notices or records on file with the Acquired Fund with respect to each Acquired Fund Shareholder, and (v) such information as agree that the Aristotle Trust may reasonably request concerning Acquired Fund shares or Acquired Fund Shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury Regulations following the Closing for all liquidation of the Acquired Fund Shareholders’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds as a result of the transfer of assets that is the subject of this Agreement, certified by its transfer agent or its President or its Vice President to the best of his or her knowledge and belief; and (d) All FASB ASC 000-00-00 (formerly, FIN 48) work papers and supporting statements pertaining to each Acquired Fund. (e) A management representation letter directed to, and will be effected in the form and manner acceptable to, the Aristotle Trust and its auditor, Xxxx, Xxxxxx & Xxxxx LLP (“Auditor”), covering the period from the end of the Acquired Funds most recent fiscal year end through the Closing Date, for the purposes of permitting the Aristotle Trust to issue its own management representation letter to the Auditor, in connection with the audit of the Acquiring Funds financial statements. (f) A letter from internal and external counsel directed to, and in the form and manner acceptable to, the Aristotle Trust and Auditor, that confirms (i) such party has no knowledge of any litigation, claim, or assessment against an Acquired Fund from the date of the Acquired Funds most recent fiscal year end through the Closing Date, that constitutes a loss contingency (as defined by ASC 450 Contingencies) that is required to be disclosed or recorded provided in the Acquired Funds financial statements; andTrust's Declaration of Trust and Bylaws, (ii) there has been no knowledge of or advice given to the Acquired Funds related to the existence of any unasserted claim that is material to the presentation of such fund’s financial statements and whicheach as amended, in such counsel’s opinion, is probable or reasonably possible of assertion and should be so recorded or disclosed in accordance with ASC 450. 5.7. As promptly as practicableapplicable law, but in any case within sixty days and that on and after the Closing Date, each the Acquired Fund shall furnish the Corresponding Acquiring Fund, not conduct any business except in such form as is reasonably satisfactory to the Corresponding Acquiring Fund, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes that will (subject to any applicable provisions and limitations of the Code and Treasury Regulations) be carried over by the Corresponding Acquiring Fund as a result of Section 381 of the Code, and which will be certified by the Pacific Funds Trust’sconnection with its liquidation.

Covenants of the Parties. 5.1. The Pacific Funds Trust covenants that each Acquired Fund and the Acquiring Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that that, with respect to the Acquired Fund, such ordinary course of business will include purchases and sales of portfolio securities, sales and redemptions of fund sharesAcquired Fund Shares, and regular and customary periodic dividends and distributions. The Aristotle Trust covenants that each Acquiring Fund will not carry on any business activities between the date hereof and the Closing Date (other than such activities as are customary to the organization of a new registered investment company prior to its commencement of operations, including holding and redeeming the initial investment of the initial shareholder of the Acquiring Fund prior to the Closing Date). 5.2. The Pacific Funds Trust Bailard will either call a meeting of shareholders for each the Acquired Fund stockholders to be held prior to the Closing Date to consider and act upon this Agreement and the transactions contemplated herein, including the liquidation of each Acquired Fund, or solicit the written consent of the shareholders with respect to such transactions and take all other reasonable action necessary to obtain the required shareholder stockholder approval of the transactions contemplated hereby. 5.3. In connection with each the Acquired Fund shareholders’ stockholders' meeting or written consent, as the case may be, referred to in Section 5.2, HighMark, with the Aristotle Trust assistance of Bailard, will prepare the Registration Statement and Prospectus/Proxy Statement for such meeting, which the Aristotle Trust HighMark will file for registrationthe registration under the 1933 Act of the Acquiring Fund Shares to be distributed to Acquired Fund stockholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act and the 1940 the1940 Act, provided, however, that neither the Aristotle Trust nor the applicable Acquiring Fund shall be responsible for the accuracy or completeness of information relating to the Pacific Funds Trust or any Acquired Fund that was furnished by the Pacific Funds Trust or such Acquired Fund for use therein. 5.4. Each of the Pacific Funds TrustBailard, HighMark, the Acquired Funds, the Aristotle Trust Acquiring Fund and the Acquiring Funds Acquired Fund will cooperate with the others, and each will furnish to the others the information relating to itself required by the 1933 Act, the 1934 the1934 Act and the 1940 Act and the rules and regulations thereunder to thereunderto be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Pacific Funds Trust and the Acquired Funds will assist the Acquiring Funds in obtaining such information as the Acquiring Funds reasonably request concerning the beneficial ownership of Acquired Fund shares. 5.5. Subject to the provisions of this Agreement, the Pacific Funds TrustBailard, HighMark, the Acquired Funds, the Aristotle Trust Fund and the Acquiring Funds Fund will each take, or cause to be takenbetaken, all actionsaction, and do or cause to be done, all things, reasonably necessary, proper or advisable to cause the conditions to the other parties’ ' obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.6. The Pacific Funds Trust will at the Closing Date provide the Aristotle Trust with: (a) A statement of the respective adjusted tax basis of all Assets to be transferred by each Acquired Fund to the Corresponding Acquiring Fund; (b) A copy of any other Tax books Bailard and records of each Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Sections 1.6045A-1 and 1.6045B-1(a) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the Closing; (c) A copy (which may be in electronic form) of the shareholder ledger accounts of each Acquired Fund, including, without limitation, (i) the name, address and taxpayer identification number of each Acquired Fund Shareholder, (ii) the number of shares of beneficial interest held by each Acquired Fund Shareholder, (iii) the dividend reinvestment elections applicable to each Acquired Fund Shareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., Internal Revenue Service (“IRS”) Form W-8BEN, W-8ECI, W-8IMY), notices or records on file with the Acquired Fund with respect to each Acquired will assist the Acquiring Fund Shareholder, and (v) in obtaining such information as the Aristotle Trust may Acquiring Fund reasonably request requests concerning the beneficial ownership of Acquired Fund shares or Acquired Fund Shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury Regulations following the Closing for all of the Acquired Fund Shareholders’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds as a result of the transfer of assets that is the subject of this Agreement, certified by its transfer agent or its President or its Vice President to the best of his or her knowledge and belief; and (d) All FASB ASC 000-00-00 (formerly, FIN 48) work papers and supporting statements pertaining to each Acquired Fund. (e) A management representation letter directed to, and in the form and manner acceptable to, the Aristotle Trust and its auditor, Xxxx, Xxxxxx & Xxxxx LLP (“Auditor”), covering the period from the end of the Acquired Funds most recent fiscal year end through the Closing Date, for the purposes of permitting the Aristotle Trust to issue its own management representation letter to the Auditor, in connection with the audit of the Acquiring Funds financial statements. (f) A letter from internal and external counsel directed to, and in the form and manner acceptable to, the Aristotle Trust and Auditor, that confirms (i) such party has no knowledge of any litigation, claim, or assessment against an Acquired Fund from the date of the Acquired Funds most recent fiscal year end through the Closing Date, that constitutes a loss contingency (as defined by ASC 450 Contingencies) that is required to be disclosed or recorded in the Acquired Funds financial statements; and, (ii) there has been no knowledge of or advice given to the Acquired Funds related to the existence of any unasserted claim that is material to the presentation of such fund’s financial statements and which, in such counsel’s opinion, is probable or reasonably possible of assertion and should be so recorded or disclosed in accordance with ASC 450Shares. 5.7. As promptly as practicable, but in any case within sixty days after the Closing Date, each Bailard or the Acquired Fund shall furnish the Corresponding Acquiring Fund, in such form as is reasonably satisfactory to the Corresponding Acquiring Fund, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes that will (subject to any applicable provisions and limitations of the Code and Treasury Regulations) be carried over by the Corresponding Acquiring Fund as a result of Section 381 of the Code, and which will be certified by Bailard's President and Treasurer. 5.8. The Acquiring Fund will use all reasonable efforts to obtain the Pacific Funds Trust’sapprovals and authorizations required by the 1933 Act, the1940 Act and such of the state securities or Blue Sky laws as it may deem appropriate in order to continue its operations after the Closing Date. 5.9. Bailard and the Acquired Fund agree that the liquidation of the Acquired Fund will be effected in the manner provided in Bailard's Articles of Incorporation and Bylaws in accordance with applicable law. 5.10. HighMark Capital agrees that, for a period of two years following the Closing Date, the ratio of expenses to average net assets for Class M shares of the Acquiring Fund will not exceed the ratio of expenses to average net assets of the Acquired Fund for the fiscal year ended September 30, 2005 as stated in the financial highlights of Bailard's Annual Report dated September 30, 2005. 5.11. HighMark Capital represents, warrants and covenants to Bailard and HighMark that the information provided by HighMark Capital to the Board of Directors of Bailard and the Board of Trustees of HighMark in connection with their review of the Reorganization is materially accurate as of January 13,2006, and with respect to any information provided by HighMark Capital after January 13, 2006, such information shall be materially accurate as of the date so provided, and that, to the best of its knowledge, HighMark Capital has provided all information concerning HighMark, HighMark Capital and the Reorganization reasonably necessary for the Board of Directors of Bailard and the Board of Trustees of HighMark to evaluate the Reorganization. 5.12. Bailard, Inc. represents, warrants and covenants to Bailard and HighMark that the information provided by Bailard, Inc. to the Board of Directors of Bailard and the Board of Trustees of HighMark in connection with their review of the Reorganization is materially accurate as of January 13, 2006, and with respect to any information provided by Bailard, Inc. after January 13, 2006, such information shall be materially accurate as of the date so provided, and that, to the best of its knowledge, Bailard, Inc. has provided all information concerning Bailard, Bailard, Inc. and the Reorganization reasonably necessary for the Board of Directors of Bailard and the Board of Trustees of HighMark to evaluate the Reorganization.

Covenants of the Parties. 5.1. The Pacific Funds Trust IMST covenants that each Acquired Fund will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include purchases and sales of portfolio securities, sales and redemptions of fund shares, and regular and customary periodic dividends and distributions. The Aristotle Funds Trust covenants that each Acquiring Fund will not carry on any operate its business activities in the ordinary course between the date hereof and the Closing Date (other than Date, it being understood that such activities as are ordinary course of business will include purchases and sales of portfolio securities, sales and redemptions of fund shares, and regular and customary to the organization of a new registered investment company prior to its commencement of operations, including holding periodic dividends and redeeming the initial investment of the initial shareholder of the Acquiring Fund prior to the Closing Date)distributions. 5.2. The Pacific Funds Trust IMST will either call a meeting of shareholders for each Acquired Fund to be held prior to the Closing Date to consider and act upon this Agreement and the transactions contemplated herein, including the liquidation of each Acquired Fund, or solicit the written consent of the shareholders with respect to such transactions and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with each Acquired Fund shareholders’ meeting or written consent, as the case may be, referred to in Section 5.2, the Aristotle Funds Trust will prepare the Registration Statement and Prospectus/Proxy Statement for such meeting, which the Aristotle Funds Trust will file for registration, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act, provided, however, that neither the Aristotle Funds Trust nor the applicable Acquiring Fund shall be responsible for the accuracy or completeness of information relating to the Pacific Funds Trust IMST or any Acquired Fund that was furnished by the Pacific Funds Trust IMST or such Acquired Fund for use therein. 5.4. Each of the Pacific Funds TrustIMST, the Acquired Funds, the Aristotle Funds Trust and the Acquiring Funds will cooperate with the others, and each will furnish to the others the information relating to itself required by the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Pacific Funds Trust IMST and the Acquired Funds will assist the Acquiring Funds in obtaining such information as the Acquiring Funds reasonably request concerning the beneficial ownership of Acquired Fund shares. 5.5. Subject to the provisions of this Agreement, the Pacific Funds TrustIMST, the Acquired Funds, the Aristotle Funds Trust and the Acquiring Funds will each take, or cause to be taken, all actions, and do or cause to be done, all things, reasonably necessary, proper or advisable to cause the conditions to the other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.6. The Pacific Funds Trust IMST will at the Closing Date provide the Aristotle Funds Trust with: (a) A statement of the respective adjusted tax basis of all Assets to be transferred by each Acquired Fund to the Corresponding Acquiring Fund; (b) A copy of any other Tax books and records of each Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Sections 1.6045A-1 and 1.6045B-1(a) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the Closing; (c) A copy (which may be in electronic form) of the shareholder ledger accounts of each Acquired Fund, including, without limitation, (i) the name, address and taxpayer identification number of each Acquired Fund Shareholder, (ii) the number of shares of beneficial interest held by each Acquired Fund Shareholder, (iii) the dividend reinvestment elections applicable to each Acquired Fund Shareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., Internal Revenue Service (“IRS”) Form W-8BEN, W-8ECI, W-8IMY), notices or records on file with the Acquired Fund with respect to each Acquired Fund Shareholder, and (v) such information as the Aristotle Funds Trust may reasonably request concerning Acquired Fund shares or Acquired Fund Shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury Regulations following the Closing for all of the Acquired Fund Shareholders’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds as a result of the transfer of assets that is the subject of this Agreement, certified by its transfer agent or its President or its Vice President to the best of his or her knowledge and belief; and (d) All FASB ASC 000-00-00 (formerly, FIN 48) work papers and supporting statements pertaining to each Acquired Fund. (e) A management representation letter directed to, and in the form and manner acceptable to, the Aristotle Funds Trust and its auditor, Xxxx, Xxxxxx & Xxxxx LLP (“Auditor”), covering the period from the end of the Acquired Funds most recent fiscal year end through the Closing Date, for the purposes of permitting the Aristotle Funds Trust to issue its own management representation letter to the Auditor, in connection with the audit of the Acquiring Funds financial statements. (f) A letter from internal and external counsel directed to, and in the form and manner acceptable to, the Aristotle Trust and Auditor, that confirms (i) such party has no knowledge of any litigation, claim, or assessment against an Acquired Fund from the date of the Acquired Funds most recent fiscal year end through the Closing Date, that constitutes a loss contingency (as defined by ASC 450 Contingencies) that is required to be disclosed or recorded in the Acquired Funds financial statements; and, (ii) there has been no knowledge of or advice given to the Acquired Funds related to the existence of any unasserted claim that is material to the presentation of such fund’s financial statements and which, in such counsel’s opinion, is probable or reasonably possible of assertion and should be so recorded or disclosed in accordance with ASC 450. 5.7. As promptly as practicable, but in any case within sixty days after the Closing Date, each Acquired Fund shall furnish the Corresponding Acquiring Fund, in such form as is reasonably satisfactory to the Corresponding Acquiring Fund, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes that will (subject to any applicable provisions and limitations of the Code and Treasury Regulations) be carried over by the Corresponding Acquiring Fund as a result of Section 381 of the Code, and which will be certified by the Pacific Funds TrustIMST’s

Covenants of the Parties. 5.1. 5.1 The Pacific Funds Trust covenants that Selling Fund and the Acquiring Fund each Acquired Fund will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will may include purchases customary dividends, distributions, subscriptions and sales of portfolio securities, sales and redemptions of fund shares, and regular and customary periodic dividends and distributions. redemptions. 5.2 The Aristotle Trust covenants that each Acquiring Fund will not carry prepare a Combined Information Statement/Prospectus, to be included in a Registration Statement on any business activities between Form N-14 (the date hereof and the Closing Date (other than such activities as are customary to the organization of a new registered investment company prior to its commencement of operations“Registration Statement”), including holding and redeeming the initial investment of the initial shareholder of which the Acquiring Fund prior will prepare and file for registration under the 1933 Act, of the Merger Shares to be distributed to the Closing Date). 5.2. The Pacific Funds Trust will either call a meeting of Selling Fund’s shareholders for each Acquired Fund to be held prior to the Closing Date to consider and act upon this Agreement and the transactions contemplated herein, including the liquidation of each Acquired Fund, or solicit the written consent of the shareholders with respect to such transactions and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with each Acquired Fund shareholders’ meeting or written consent, as the case may be, referred to in Section 5.2, the Aristotle Trust will prepare the Registration Statement and Prospectus/Proxy Statement for such meeting, which the Aristotle Trust will file for registrationpursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Securities Exchange Act of 1934, as amended, and the 1940 Act, provided, however, that neither . The Selling Fund will provide the Aristotle Trust nor the applicable Acquiring Fund shall be responsible with information reasonably requested for the accuracy or completeness of information relating to the Pacific Funds Trust or any Acquired Fund that was furnished by the Pacific Funds Trust or such Acquired Fund for use therein. 5.4. Each preparation of the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Funds will cooperate with the others, and each will furnish to the others the information relating to itself required by the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Pacific Funds Selling Trust and the Acquired Funds Selling Fund will assist the Acquiring Funds Fund in obtaining such information as the Acquiring Funds Fund reasonably request requests concerning the beneficial ownership of Acquired Selling Fund sharesShares. 5.5. 5.3 The Selling Fund will deliver to each of its shareholders of record a copy of the Combined Information Statement/Prospectus promptly after it is finalized and the Registration Statement becomes effective with the Commission. 5.4 Subject to the provisions of this Agreement, the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust Acquiring Fund and the Acquiring Funds Selling Fund will each take, or cause to be taken, all actionsaction, and do or cause to be done, all things, things reasonably necessary, proper or advisable to cause the conditions to the other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.6. The Pacific Funds Trust will at the Closing Date provide the Aristotle Trust with: (a) A statement of the respective adjusted tax basis of all Assets to be transferred transactions contemplated by each Acquired Fund to the Corresponding Acquiring Fund; (b) A copy of any other Tax books and records of each Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Sections 1.6045A-1 and 1.6045B-1(a) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the Closing; (c) A copy (which may be in electronic form) of the shareholder ledger accounts of each Acquired Fund, including, without limitation, (i) the name, address and taxpayer identification number of each Acquired Fund Shareholder, (ii) the number of shares of beneficial interest held by each Acquired Fund Shareholder, (iii) the dividend reinvestment elections applicable to each Acquired Fund Shareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., Internal Revenue Service (“IRS”) Form W-8BEN, W-8ECI, W-8IMY), notices or records on file with the Acquired Fund with respect to each Acquired Fund Shareholder, and (v) such information as the Aristotle Trust may reasonably request concerning Acquired Fund shares or Acquired Fund Shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury Regulations following the Closing for all of the Acquired Fund Shareholders’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds as a result of the transfer of assets that is the subject of this Agreement, certified by its transfer agent or its President or its Vice President to the best of his or her knowledge and belief; and (d) All FASB ASC 000-00-00 (formerly, FIN 48) work papers and supporting statements pertaining to each Acquired Fund. (e) A management representation letter directed to, and in the form and manner acceptable to, the Aristotle Trust and its auditor, Xxxx, Xxxxxx & Xxxxx LLP (“Auditor”), covering the period from the end of the Acquired Funds most recent fiscal year end through the Closing Date, for the purposes of permitting the Aristotle Trust to issue its own management representation letter to the Auditor, in connection with the audit of the Acquiring Funds financial statements. (f) A letter from internal and external counsel directed to, and in the form and manner acceptable to, the Aristotle Trust and Auditor, that confirms (i) such party has no knowledge of including any litigation, claim, or assessment against an Acquired Fund from the date of the Acquired Funds most recent fiscal year end through the Closing Date, that constitutes a loss contingency (as defined by ASC 450 Contingencies) that is actions required to be disclosed or recorded in the Acquired Funds financial statements; and, (ii) there has been no knowledge of or advice given to the Acquired Funds related to the existence of any unasserted claim that is material to the presentation of such fund’s financial statements and which, in such counsel’s opinion, is probable or reasonably possible of assertion and should be so recorded or disclosed in accordance with ASC 450. 5.7. As promptly as practicable, but in any case within sixty days taken after the Closing Date, each Acquired Fund shall furnish the Corresponding Acquiring Fund, in such form as is reasonably satisfactory to the Corresponding Acquiring Fund, a statement . Without limitation of the earnings foregoing, the Acquiring Fund will use all reasonable efforts to obtain the approvals and profits authorizations required by the 1933 Act, the 1940 Act, and such of the Acquired Fund for federal income tax purposes that will (subject state securities or blue sky laws as it may deem appropriate in order to any applicable provisions and limitations of continue its operations after the Code and Treasury Regulations) be carried over by the Corresponding Acquiring Fund as a result of Section 381 of the Code, and which will be certified by the Pacific Funds Trust’sClosing Date.

Covenants of the Parties. 5.1. 5.1 The Pacific Funds Trust covenants that each Acquired Fund will operate its business in the ordinary course consistent with past practice between the date hereof and the Closing Date, it being understood that that, such ordinary course of business will include portfolio turnover, changes to the portfolio necessary to transition the portfolio to the Acquiring Fund, customary dividends, other dividends and distributions to shareholders contemplated herein, and shareholder purchases and sales redemptions. 5.2 Subject to the provisions of portfolio securitiesthis Agreement, sales and redemptions of fund sharesthe Acquired Fund will take or cause to be taken all action, and regular do or cause to be done, all things reasonably necessary, proper or advisable to consummate and customary periodic dividends and distributions. The Aristotle Trust covenants that each Acquiring Fund will not carry on any business activities between make effective the date hereof and the Closing Date (other than such activities as are customary to the organization of a new registered investment company prior to its commencement of operationstransactions contemplated by this Agreement, including holding and redeeming the initial investment of the initial shareholder of the Acquiring Fund prior any actions required to be taken after the Closing Date). 5.2. 5.3 The Pacific Funds Trust Acquired Fund will either call a meeting of shareholders for each the Acquired Fund Shareholders of record to be held prior to the Closing Date to consider and act upon this Agreement Agreement, and the transactions contemplated herein, including the liquidation of each Acquired Fund, Fund (or solicit the written consent of the shareholders with respect to such transactions and take all its officers or other representatives) will use commercially reasonable action efforts necessary to obtain the required shareholder approval of the transactions Reorganization contemplated hereby. In the event that the Acquired Fund receives insufficient votes from shareholders, the meeting may be adjourned as permitted under the Acquired Fund Trust’s Declaration of Trust, By-Laws, applicable law and the Prospectus/ Proxy Statement in order to permit further solicitation of proxies. As may reasonably be requested, the Acquiring Fund (or its officers or other representatives) will use commercially reasonable efforts to assist the Acquired Fund with obtaining the required shareholder approval of the Reorganization contemplated hereby. 5.3. In connection 5.4 The Acquiring Fund has prepared and filed with each Acquired Fund shareholders’ meeting or written consent, as the case may be, referred to in Section 5.2, the Aristotle Trust will prepare Commission the Registration Statement. The Registration Statement on Form N-14 includes a proxy statement and Prospectus/Proxy a prospectus and a statement of additional information of the Acquiring Fund relating to the transaction contemplated by this Agreement. The Registration Statement for such meeting, which the Aristotle Trust will file for registration, all is in compliance with the applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act, provided, however, that neither the Aristotle Trust nor the applicable Acquiring Fund shall be responsible for the accuracy or completeness of information relating to the Pacific Funds Trust or any Acquired Fund that was furnished by the Pacific Funds Trust or such Acquired Fund for use therein. 5.4as applicable. Each of party has provided the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Funds will cooperate other party with the others, materials and each will furnish information necessary to prepare the others registration statement on Form N-14 and any additional proxy and/or solicitation materials (the information relating to itself required by the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/“Proxy Statement. Without limiting the foregoing, the Pacific Funds Trust and the Acquired Funds will assist the Acquiring Funds in obtaining such information as the Acquiring Funds reasonably request concerning the beneficial ownership of Acquired Fund shares. 5.5. Subject to the provisions of this Agreement, the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Funds will each take, or cause to be taken, all actions, and do or cause to be done, all things, reasonably necessary, proper or advisable to cause the conditions to the other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.6. The Pacific Funds Trust will at the Closing Date provide the Aristotle Trust with: (a) A statement of the respective adjusted tax basis of all Assets to be transferred by each Acquired Fund to the Corresponding Acquiring Fund; (b) A copy of any other Tax books and records of each Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Sections 1.6045A-1 and 1.6045B-1(a) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the Closing; (c) A copy (which may be in electronic form) of the shareholder ledger accounts of each Acquired Fund, including, without limitation, (i) the name, address and taxpayer identification number of each Acquired Fund Shareholder, (ii) the number of shares of beneficial interest held by each Acquired Fund Shareholder, (iii) the dividend reinvestment elections applicable to each Acquired Fund Shareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., Internal Revenue Service (“IRS”) Form W-8BEN, W-8ECI, W-8IMY), notices or records on file with the Acquired Fund with respect to each Acquired Fund Shareholder, and (v) such information as the Aristotle Trust may reasonably request concerning Acquired Fund shares or Acquired Fund Shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury Regulations following the Closing for all of the Acquired Fund Shareholders’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds as a result of the transfer of assets that is the subject of this Agreement, certified by its transfer agent or its President or its Vice President to the best of his or her knowledge and belief; and (d) All FASB ASC 000-00-00 (formerly, FIN 48) work papers and supporting statements pertaining to each Acquired Fund. (e) A management representation letter directed to, and in the form and manner acceptable to, the Aristotle Trust and its auditor, Xxxx, Xxxxxx & Xxxxx LLP (“AuditorMaterials”), covering the period from the end of the Acquired Funds most recent fiscal year end through the Closing Date, for the purposes of permitting the Aristotle Trust to issue its own management representation letter to the Auditorinclusion therein, in connection with the audit of the Acquiring Funds financial statements. (f) A letter from internal and external counsel directed to, and in the form and manner acceptable to, the Aristotle Trust and Auditor, that confirms (i) such party has no knowledge of any litigation, claim, or assessment against an Acquired Fund from the date meeting of the Acquired Funds most recent fiscal year end through Fund Shareholders to consider the approval of this Agreement and the transactions contemplated herein. 5.5 The Acquired Fund (or its representative) will prepare and deliver to the Acquiring Fund (or its representative) at least ten (10) Business Days prior to the Closing Date a statement of the assets and the liabilities of the Acquired Fund as of such date for review and agreement by the parties to determine that the Assets are being valued as mutually agreed upon and the Liabilities of the Acquired Fund are being correctly determined in accordance paragraph 1.2 of this Agreement. The Acquired Fund (or its representative) will deliver at the Closing (a) a statement of Assets and Liabilities of the Acquired Fund as of the Valuation Date and (b) a list of the Acquired Fund’s Assets as of the Closing Date showing the tax costs of each of its assets by lot and the holding periods of such Assets, certified by the Treasurer or Assistant Treasurer of the Acquired Fund. 5.6 The Acquired Fund agrees that the liquidation of the Acquired Fund described in Section 1.3 of this Agreement will be effected in the manner provided in the Acquired Fund Trust’s Declaration of Trust and By-Laws and in accordance with applicable law, and that on and after the Closing Date, the Acquired Fund shall not conduct any business except in connection with its liquidation, dissolution and termination. 5.7 It is the intention of the parties that constitutes the Reorganization contemplated by this Agreement will qualify as a loss contingency reorganization within the meaning of Section 368(a)(1)(F) of the Code. None of the parties to this Agreement shall take any action or cause any action to be taken (as defined by ASC 450 Contingenciesincluding, without limitation the filing of any tax return) that is required to be disclosed inconsistent with such treatment or recorded results in the Acquired Funds financial statements; and, (iifailure of the Reorganization to qualify as a reorganization within the meaning of Section 368(a)(1)(F) there has been no knowledge of or advice given to the Acquired Funds related to the existence of any unasserted claim that is material to the presentation of such fund’s financial statements and which, in such counsel’s opinion, is probable or reasonably possible of assertion and should be so recorded or disclosed in accordance with ASC 450. 5.7Code. As promptly as practicable, but in any case within sixty days after the Closing Date, each Acquired Fund shall furnish to the Corresponding Acquiring Fund, in such form as is reasonably satisfactory to the Corresponding Acquiring Fund, a statement of the earnings and profits of the Acquired Fund for U.S. federal income tax purposes purposes, as well as any capital loss carryovers and items that will (subject to any applicable provisions and limitations of the Code and Treasury Regulations) be carried over by the Corresponding Acquiring Fund will succeed to and take into account as a result of Section 381 of the Code. 5.8 The Acquiring Fund and the Acquired Fund will each use commercially reasonable efforts to fulfill or obtain the fulfillment of the conditions precedent to consummate and make effective in the most expeditious manner practicable the Reorganization contemplated by this Agreement. The Acquiring Fund and the Acquired Fund shall each use commercially reasonable efforts to make its officers available upon reasonable notice at reasonable times to provide explanation, as may reasonably be necessary, of any documents or information provided under this Agreement to the extent such officer is familiar with such documents or information. 5.9 The Acquired Fund (or its representative) and which the Acquiring Fund (or its representative) will execute and deliver or cause to be executed and delivered all such assignments and other instruments and will take or cause to be taken such further action as may be necessary, proper or advisable in order to vest in and confirm (a) the Acquired Fund’s title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) the Acquiring Fund’s title to and possession of all the Assets. 5.10 The Acquiring Fund and the Acquired Fund will satisfy any obligations to deliver statements setting forth the then current valuation of the Assets, along with supporting documentation in reasonable detail after the date of this Agreement as mutually agreed upon in writing and any disputes will be certified by the Pacific Funds Trust’sresolved in good faith and addressed as mutually agreed upon in writing.

Covenants of the Parties. 5.1. The Pacific Funds Trust covenants that each Each Acquired Fund will operate its business in the ordinary course consistent with past practice between the date hereof and the Closing Date, it being understood that that, with respect to each Acquired Fund, such ordinary course of business will include purchases and sales of portfolio securitiessecurities and other instruments, sales and redemptions of fund shares, Acquired Fund Shares and regular and customary periodic dividends and distributions. The Aristotle Trust covenants that each Each Acquiring Fund will not carry on any business activities between the date hereof and the Closing Date (other than shall take such activities actions as are customary to the organization of a new registered investment company series prior to its commencement of operations. In order to facilitate the transfer of Assets at the Closing Date, including holding and redeeming the initial investment GSAM may request in writing that MAM use commercially reasonable efforts, subject to MAMs fiduciary duty, to limit or cease portfolio trading on behalf of the initial shareholder an Acquired Fund for a period of the Acquiring Fund up to three days prior to the Closing Valuation Date). MAM agrees that it will accommodate such requests to the extent such trading restrictions are consistent with the investment objectives, policies and strategies of the applicable Acquired Fund and consistent with fulfilling its fiduciary obligations as an investment adviser. No party shall take any action that would, or would reasonably be expected to, result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect. 5.2. The Pacific Funds Trust Each Acquired Fund will either call a meeting of shareholders for each the Acquired Fund Shareholders to be held prior to the Closing Date to consider and act upon this Agreement and the transactions contemplated herein, including the liquidation of each Acquired Fund, or solicit the written consent of the shareholders with respect to such transactions and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. In the event that any Acquired Fund receives insufficient votes from shareholders, the meeting may be adjourned as permitted under the Madison Trusts Declaration of Trust, Bylaws, applicable law and the Acquired Funds Prospectus/Proxy Statement in order to permit further solicitation of proxies. 5.3. In connection with each the Acquired Fund shareholders’ meeting or written consent, as the case may be, Shareholders meetings referred to in Section paragraph 5.2, the Aristotle Trust Xxxxxxx Sachs Trust, with the assistance of each Acquired Fund, will prepare the Registration Statement and Prospectus/Proxy Statement for such meeting, in which the Aristotle Xxxxxxx Xxxxx Trust will file for registrationregistration under the 1933 Act the Acquiring Fund Shares to be distributed to Acquired Fund Shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act. If at any time prior to the Closing Date a party becomes aware of any untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements made not misleading in light of the circumstances under which they were made in respect of such Registration Statement and Prospectus/Proxy Statement, providedthe party discovering the item shall notify the other party and the parties shall cooperate in promptly preparing and filing with the Commission and, howeverif appropriate, that neither distributing to shareholders appropriate disclosure with respect to the Aristotle Trust nor item. Each Acquired Fund agrees to mail to its respective shareholders of record entitled to vote at the special meeting of shareholders at which action is to be considered regarding this Agreement, in sufficient time to comply with requirements as to notice thereof, the Prospectus/Proxy Statement contained in the Registration Statement or other documents as are necessary, which each comply in all material respects with the applicable Acquiring Fund shall be responsible for provisions of section 14(a) of the accuracy or completeness 1934 Act and section 20(a) of information relating to the Pacific Funds Trust or any Acquired Fund that was furnished by 1940 Act, and the Pacific Funds Trust or such Acquired Fund for use thereinrules and regulations, respectively, thereunder. 5.4. Each of the Pacific Funds The Madison Trust, each of the Acquired Funds, the Aristotle Xxxxxxx Sachs Trust and each of the Acquiring Funds will cooperate with the others, and each will furnish to the others the information relating to itself required by the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder under such acts to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Pacific Funds Trust each Acquired Fund and the Acquired Funds MAM will assist the Acquiring Funds in obtaining such information as the Acquiring Funds reasonably request concerning the beneficial ownership of Acquired Fund sharesShares and will assist the Acquiring Funds and GSAM in obtaining copies of any books and records of the Acquired Funds from their service providers reasonably requested by the Xxxxxxx Xxxxx Trust or GSAM. In addition, the Xxxxxxx Sachs Trust and the Madison Trust will provide each other and their respective representatives with such cooperation, assistance and information as either of them reasonably may request of the other in filing any tax returns, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes, or in determining the financial reporting of any tax position. Upon reasonable notice, the Acquired Funds shall make available to the Acquiring Funds officers and agents, acting on behalf of the Acquiring Funds, all books and records of the Acquired Funds. 5.5. Subject Each Acquired Fund will prepare and deliver to the provisions Acquiring Fund at least five business days prior to the Closing Date a statement of the assets and the liabilities of the Acquired Fund as of such date for review and agreement by the parties to determine that the Assets and the Liabilities of the Acquired Fund are being correctly determined in accordance with the terms of this Agreement, . The Acquired Fund will deliver at the Pacific Funds Trust, Closing (1) a statement of Assets and Liabilities of the Acquired Funds, Fund as of the Aristotle Trust Valuation Date and (2) a list of the Acquired Funds Assets as of the Closing Date showing the tax costs of each of its assets by lot and the Acquiring Funds will each takeholding periods of such Assets, certified by the Treasurer or cause to be taken, all actions, and do or cause to be done, all things, reasonably necessary, proper or advisable to cause Assistant Treasurer of the conditions to the other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactionsAcquired Fund. 5.6. The Pacific Funds Trust will at the Closing Date provide the Aristotle Trust with: (a) A statement of the respective adjusted tax basis of all Assets to be transferred by each Acquired Fund to the Corresponding Acquiring Fund; (b) A copy of any other Tax books and records of each Acquired Fund necessary for purposes of preparing any Tax returnsMadison Trust, schedules, forms, statements or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Sections 1.6045A-1 and 1.6045B-1(a) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the Closing; (c) A copy (which may be in electronic form) of the shareholder ledger accounts on behalf of each Acquired Fund, including, without limitation, (i) agrees that the name, address and taxpayer identification number liquidation of each Acquired Fund Shareholder, (ii) the number of shares of beneficial interest held by each Acquired Fund Shareholder, (iii) the dividend reinvestment elections applicable to each Acquired Fund Shareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., Internal Revenue Service (“IRS”) Form W-8BEN, W-8ECI, W-8IMY), notices or records on file with the Acquired Fund with respect to each Acquired Fund Shareholder, and (v) such information as the Aristotle Trust may reasonably request concerning Acquired Fund shares or Acquired Fund Shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury Regulations following the Closing for all of the Acquired Fund Shareholders’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds as a result of the transfer of assets that is the subject of this Agreement, certified by its transfer agent or its President or its Vice President to the best of his or her knowledge and belief; and (d) All FASB ASC 000-00-00 (formerly, FIN 48) work papers and supporting statements pertaining to each Acquired Fund. (e) A management representation letter directed to, and will be effected in the form and manner acceptable to, provided in the Aristotle Madison Trusts Declaration of Trust and its auditor, Xxxx, Xxxxxx & Xxxxx LLP (“Auditor”), covering the period from the end of the Acquired Funds most recent fiscal year end through the Closing Date, for the purposes of permitting the Aristotle Trust to issue its own management representation letter to the Auditor, in connection with the audit of the Acquiring Funds financial statements. (f) A letter from internal and external counsel directed to, and in the form and manner acceptable to, the Aristotle Trust and Auditor, that confirms (i) such party has no knowledge of any litigation, claim, or assessment against an Acquired Fund from the date of the Acquired Funds most recent fiscal year end through the Closing Date, that constitutes a loss contingency (as defined by ASC 450 Contingencies) that is required to be disclosed or recorded in the Acquired Funds financial statements; and, (ii) there has been no knowledge of or advice given to the Acquired Funds related to the existence of any unasserted claim that is material to the presentation of such fund’s financial statements and which, in such counsel’s opinion, is probable or reasonably possible of assertion and should be so recorded or disclosed Bylaws in accordance with ASC 450. 5.7. As promptly as practicableapplicable law, but in any case within sixty days and that on and after the Closing Date, each Acquired Fund shall not conduct any business except in connection with its liquidation. 5.7. It is the intention of the parties that the transaction contemplated by this Agreement will qualify as a reorganization with the meaning of Section 368(a) of the Code. None of the parties to this Agreement shall take any action or cause any action to be taken (including, without limitation the filing of any tax return) that is inconsistent with such treatment or results in the failure of the transaction to qualify as a reorganization with the meaning of Section 368(a) of the Code. As promptly as practicable, each Acquired Fund shall furnish to the Corresponding corresponding Acquiring Fund, in such form as is reasonably satisfactory to the Corresponding Acquiring Fund, a statement of the earnings and profits of the Acquired Fund for U.S. federal income tax purposes purposes, as well as any capital loss carryovers and items that will (subject to any applicable provisions and limitations of the Code and Treasury Regulations) be carried over by the Corresponding Acquiring Fund will succeed to and take into account as a result of Section section 381 of the Code. 5.8. Prior to the valuation of the Assets as of the Valuation Date, each Acquired Fund shall have declared a dividend, dividends or other distribution or distributions, with a record and which ex-dividend date prior to the Valuation Date, which, together with all previous dividends and distributions, shall have the effect of distributing to the shareholders of each Acquired Fund sufficient amounts of the Acquired Funds investment company taxable income for all taxable periods ending on or before the Closing Date (computed without regard to any deduction for dividends paid), if any, plus sufficient amounts of the excess of its interest income, if any, excludable from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for all taxable periods ending on or before the Closing Date and sufficient amounts of its net capital gains realized in all taxable periods ending on or before the Closing Date (after reduction for any capital loss carry forward) to satisfy the distribution requirements imposed by Section 852(a) of the Code for each of its taxable years. 5.9. Each Acquiring Fund and each Acquired Fund will use commercially reasonable efforts to fulfill or obtain the fulfillment of the conditions precedent to consummate and make effective in the most expeditious manner practicable the transactions contemplated by this Agreement. The Madison Trust and the Xxxxxxx Xxxxx Trust shall each use commercially reasonable efforts to make its officers available upon reasonable notice at reasonable times to provide explanation of any documents or information provided under this Agreement to the extent such officer is familiar with such documents or information. 5.10. The Madison Trust and the Xxxxxxx Sachs Trust will execute and deliver or cause to be certified by executed and delivered all such assignments and other instruments and will take or cause to be taken such further action as may be necessary, proper or advisable in order to vest in and confirm (a) each Acquired Funds title to and possession of the Pacific Acquiring Fund Shares to be delivered hereunder and (b) each Acquiring Funds Trust’stitle to and possession of all the Assets.

Covenants of the Parties. 5.15.1 PLAN OF REORGANIZATION AND/OR SALE MOTION. The Pacific Funds Trust covenants that each Acquired Fund will operate its business in Company shall take the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include purchases and sales of portfolio securities, sales and redemptions of fund shares, and regular and customary periodic dividends and distributions. The Aristotle Trust covenants that each Acquiring Fund will not carry on any business activities between the date hereof and the Closing Date (other than such activities as are customary to the organization of a new registered investment company prior to its commencement of operations, including holding and redeeming the initial investment of the initial shareholder of the Acquiring Fund prior to the Closing Date). 5.2. The Pacific Funds Trust will either call a meeting of shareholders for each Acquired Fund to be held prior to the Closing Date to consider and act upon this Agreement and the transactions contemplated herein, including the liquidation of each Acquired Fund, or solicit the written consent of the shareholders with respect to such transactions and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with each Acquired Fund shareholders’ meeting or written consent, as the case may be, referred to in Section 5.2, the Aristotle Trust will prepare the Registration Statement and Prospectus/Proxy Statement for such meeting, which the Aristotle Trust will file for registration, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act, provided, however, that neither the Aristotle Trust nor the applicable Acquiring Fund shall be responsible for the accuracy or completeness of information relating to the Pacific Funds Trust or any Acquired Fund that was furnished by the Pacific Funds Trust or such Acquired Fund for use therein. 5.4. Each of the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Funds will cooperate with the others, and each will furnish to the others the information relating to itself required by the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Pacific Funds Trust and the Acquired Funds will assist the Acquiring Funds in obtaining such information as the Acquiring Funds reasonably request concerning the beneficial ownership of Acquired Fund shares. 5.5. Subject to the provisions of this Agreement, the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Funds will each take, or cause to be taken, all following actions, and do or cause to be done, all things, reasonably necessary, proper or advisable to cause the conditions to the other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.6. The Pacific Funds Trust will at the Closing Date provide the Aristotle Trust with: (a) A statement Not later than five (5) Business Days after this Agreement is executed, the Company shall file an Amended Plan or the Sale Motion and Assumption Motion with the Bankruptcy Court as agreed by the parties in accordance with Section 2.1. The Amended Plan or the Sale Motion and Assumption Motion shall be in form and substance satisfactory to Buyer. Prior to the Filing Date the Company will consult with Buyer on an ongoing basis and provide drafts of the respective adjusted tax basis Amended Plan or Sale Motion and Assumption Motion to Buyer in order to achieve the goals of all Assets to be transferred by each Acquired Fund to the Corresponding Acquiring Fund;this Section 5.1(a). (b) A copy Simultaneous with the filing of the Amended Plan (if this Acquisition is consummated pursuant to such Amended Plan), the Company shall file with the Bankruptcy Court an Amended Disclosure Statement pursuant to Section 1125 of the Bankruptcy Code any pleading required or desirable as reasonably determined by the Company and its counsel in order to obtain the Disclosure Statement Order. The Company shall use its best efforts to obtain prompt approval by the Bankruptcy Court of the Amended Disclosure Statement. (c) The Company shall use its best efforts to obtain and shall refrain from taking any action that would materially impede or result in a revocation of: (1) the entry by the Bankruptcy Court of an Order, in form and substance satisfactory to Buyer (the "Sale Order") approving the Sale of Assets pursuant to Sections 105 and 363 of the Bankruptcy Code and providing for the assumption and assignment to Buyer of the Contracts and Leases set forth on Schedule 5.5(g) in accordance with Section 365 of the Bankruptcy Code. In connection therewith, the Company and its counsel shall be required, among other things, to use their best efforts to cause the Sale Order to include findings of fact and conclusions of law which will: a. provide for the transfer of Assets to the Buyer free and clear of any other Tax books and records liens, claims, encumbrances, liabilities, obligations, interests, causes of each Acquired Fund necessary for purposes of preparing action, direct or indirect, known or unknown, absolute or contingent, including but not limited to product liability, contractual liability, any Tax returns, schedules, forms, statements or employee related documents liabilities (including but not limited to wages, benefits, COBRA, or other liabilities), environmental liabilities, tax liabilities, other tort claims, any incomeliabilities for assets not purchased by Buyer, excise or information returns, as well as any transfer statements other liability or potential liability of the Company or the Subsidiaries other than the Assumed Liabilities and any liability of Buyer (as described in if any) under the Maryland Club Agreement. b. provide that the Buyer is a good faith purchaser and is entitled to the protections afforded under Sections 1.6045A-1 363(m) and 1.6045B-1(a(n) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the ClosingBankruptcy Code; (c) A copy (which may be in electronic form) c. provide for retention of jurisdiction of the shareholder ledger accounts Bankruptcy Court to enforce its Sale Order; d. provide that Buyer is not a successor and will not be deemed a successor for any purpose; e. provide for a release by all claimants for any claims, liabilities, liens, liabilities, encumbrances, rights, interests or causes of each Acquired Fund, including, without limitation, (i) action they may have against the name, address and taxpayer identification number of each Acquired Fund Shareholder, (ii) the number of shares of beneficial interest held by each Acquired Fund Shareholder, (iii) the dividend reinvestment elections applicable to each Acquired Fund Shareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., Internal Revenue Service (“IRS”) Form W-8BEN, W-8ECI, W-8IMY), notices or records on file with the Acquired Fund with respect to each Acquired Fund Shareholder, and (v) such information as the Aristotle Trust may reasonably request concerning Acquired Fund shares or Acquired Fund Shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury Regulations following the Closing for all of the Acquired Fund Shareholders’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds Buyer as a result of the transfer Acquisition; f. provide that Contracts listed on Schedule 5.5(g) are assumed and assigned to Buyer; g. provide for such other and further findings of assets that is facts and conclusions of law reasonably required by the subject Buyer; and will obtain Bankruptcy Court approval of this Agreementthe Sale Order and Assumption Order; or (2) the entry by the Bankruptcy Court of an Order, certified by in form and substance satisfactory to Buyer, confirming the Amended Plan pursuant to 1129 of the Bankruptcy Code, and providing for the effectuation of a sale of the Assets of the Company to Buyer pursuant to Sections 105, 363 and 1141(c) of the Bankruptcy Code and providing for the assumption and assignment to Buyer of the Contracts and Leases set forth on Schedule 5.5(g) in accordance with Section 365 of the Bankruptcy Code (the "Confirmation Order"). In connection therewith, the Company and its transfer agent counsel shall be required, among other things, to (a) cause the Confirmation Order to contain findings of fact and conclusions of law which will be reasonably satisfactory to Buyer and will include those findings and fact and conclusions of law as set forth in (1) above, and (b) obtain the requisite acceptances of the Amended Plan required for entry of the Confirmation Order or its President otherwise to confirm the Amended Plan pursuant to Section 1129 (a) or its Vice President to (b) of the best of his or her knowledge and belief; andBankruptcy Code. (d) All FASB ASC 000-00-00 (formerlyThe Company shall comply in all material respects with the Bankruptcy Code and all others laws, FIN 48) work papers rules, regulations, decrees and supporting statements pertaining to each Acquired Fundorders promulgated thereunder in connection with obtaining the Confirmation Order or the Sale Order and Assumption Order. (e) A management representation letter directed to, and Buyer agrees to use its best efforts to cooperate with the Company in the form and manner acceptable to, the Aristotle Trust and its auditor, Xxxx, Xxxxxx & Xxxxx LLP (“Auditor”), covering the period from the end pursuit of the Acquired Funds most recent fiscal year end Confirmation Order or the Sale Order and Assumption Order as provided in Section 5.1(a) through 5.1(d) including providing the Closing Date, for Company with information relating to Buyer and the purposes of permitting Acquisition necessary to prepare the Aristotle Trust to issue its own management representation letter to the Auditor, in connection with the audit of the Acquiring Funds financial statementsAmended Disclosure Statement or Sale Motion and Assumption Motion. (f) A letter from internal From and external counsel directed toafter the date hereof, and neither the Company nor any Subsidiary Debtor shall take any action, or fail to take any action, which might (1) prevent, materially impede or result in the form and manner acceptable to, the Aristotle Trust and Auditor, that confirms (i) such party has no knowledge of any litigation, claim, or assessment against an Acquired Fund from the date revocation of the Acquired Funds most recent fiscal year end through confirmation of the Closing Date, that constitutes a loss contingency Plan (as defined by ASC 450 Contingenciesprovided in Section 1144 of the Bankruptcy Code), (2) that is required to be disclosed prevent or recorded materially impede the vesting, upon the entry of the Confirmation Order or the Sale Order and Assumption Order and consummation of the Acquisition, of the property of the Company and its Subsidiary Debtors in the Acquired Funds financial statements; and, (ii) there has been no knowledge reorganized Company and its reorganized Subsidiaries free and clear of or advice given to the Acquired Funds related to the existence all Liens and claims and interests of any unasserted claim that is material to the presentation of such fund’s financial statements and which, in such counsel’s opinion, is probable or reasonably possible of assertion and should be so recorded or disclosed Claimants in accordance with ASC 450and to the extent provided in the Amended Plan or the Sale Order and Assumption Order or (3) result in the reversal, voidance, modification or staying of any of the Interim Order and the Disclosure Statement Order. 5.7. As promptly as practicable(g) The Company shall provide actual notice of (1) any hearing on the Amended Disclosure Statement, but in (2) any case within sixty days after hearing on the Closing Date, each Acquired Fund shall furnish Confirmation Order and (3) any hearing on the Corresponding Acquiring FundSale Order and Assumption Order, in each case in form and content and to such form parties as is reasonably satisfactory to requested in writing by Buyer and in all cases in accordance with Bankruptcy Rules 2002 and 6004. (h) The Company agrees that the Corresponding Acquiring Fund, Sale Order or the Confirmation Order will provide a statement carve-out from the proceeds from the transaction contemplated by this Agreement and the Transition Supply and Services Agreement for the benefit of the earnings and profits of general unsecured creditors in the Acquired Fund for federal income tax purposes that will (subject to any applicable provisions and limitations of the Code and Treasury Regulations) be carried over by the Corresponding Acquiring Fund as a result of Section 381 of the Code, and which will be certified by the Pacific Funds Trust’sCase.

Covenants of the Parties. 5.1. The Pacific 9.1 Upon delivery of the Notice of Exercise, the Shareholders shall forthwith make all reasonable efforts to seek the Conversion and thus the FIE business license and deliver of such FIE business license to be within the time limitations pursuant to Paragraph 4.4. 9.2 Upon attaining Approval and the FIE business license and subsequent transfer of the Trust Funds Trust covenants that each Acquired Fund will operate its business equivalent to the Conversion Price, the Shareholders shall make the necessary filings and take all necessary steps to register the ownership of the amount as stated in the ordinary course between Notice of Exercise in the date hereof and name of PPI with the Closing Date, it being understood that such ordinary course of business will include purchases and sales of portfolio securities, sales and redemptions of fund shares, and regular and customary periodic dividends and distributions. The Aristotle Trust covenants that each Acquiring Fund will not carry on any business activities between the date hereof and the Closing Date (other than such activities as are customary to the organization of a new registered investment company prior to its commencement of operations, including holding and redeeming the initial investment of the initial shareholder of the Acquiring Fund prior to the Closing Date)appropriate Government Authorities. 5.2. The Pacific Funds Trust will either call a meeting 9.3 Following execution of shareholders for each Acquired Fund to be held prior to the Closing Date to consider and act upon this Agreement and during the transactions contemplated hereinAgreed Period, including and the liquidation of each Acquired Fundextensions thereto, no Shareholder will allow or solicit permit any mortgage, pledge, lien, charge or other encumbrance to attach, effect or encumber the PUC without the prior written consent of the shareholders with respect to such transactions and take all other reasonable action necessary to obtain the required shareholder approval PPI, nor will any Shareholder sell, transfer, assign or otherwise dispose of the transactions contemplated hereby. 5.3. In connection with each Acquired Fund shareholders’ meeting or written consent, as the case may be, referred to any PUC held by it except in Section 5.2, the Aristotle Trust will prepare the Registration Statement and Prospectus/Proxy Statement for such meeting, which the Aristotle Trust will file for registration, all in compliance accordance with the applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act, provided, however, that neither the Aristotle Trust nor the applicable Acquiring Fund shall be responsible for the accuracy or completeness of information relating to the Pacific Funds Trust or any Acquired Fund that was furnished by the Pacific Funds Trust or such Acquired Fund for use therein. 5.4. Each of the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Funds will cooperate with the others, and each will furnish to the others the information relating to itself required by the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Pacific Funds Trust and the Acquired Funds will assist the Acquiring Funds in obtaining such information as the Acquiring Funds reasonably request concerning the beneficial ownership of Acquired Fund shares. 5.5. Subject to the provisions terms of this Agreement. 9.4 No Shareholder shall permit any subdivision, consolidation, redivision or change of the PUC, including without limitation, any increase in the PUC of Coal Group and Heat Power, at any time during the Agreed Period and extensions thereof, into a greater or lesser amount of the PUC, unless mutually agreed to by the parties hereto, and if such is permitted, the Pacific Funds Trustprice at which PPI agrees to purchase the PUC from the Shareholder shall be adjusted to reflect such subdivision, consolidation, redivision or change of the Acquired FundsPUC. 9.5 The Shareholders shall ensure that Coal Group and Heat Power prepare financial statements from time to time, the Aristotle Trust as required by PRC law and the Acquiring Funds will each take, or cause to be taken, all actionsabove companies’ constating documents, and do or cause to be done, will ensure that all things, reasonably necessary, proper or advisable to cause the conditions such financial statements are immediately provided to the other parties’ obligations to consummate U.S appointed external auditor (the transactions contemplated hereby to be met “External Auditor”) appointed by PPI or fulfilled and otherwise to consummate and make effective such transactions. 5.6. The Pacific Funds Trust will at the Closing Date provide the Aristotle Trust with: (a) A statement any of the respective adjusted tax basis of all Assets to be transferred by each Acquired Fund to the Corresponding Acquiring Fund; (b) A copy of any other Tax books and records of each Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements its parent or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Sections 1.6045A-1 and 1.6045B-1(a) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the Closing; (c) A copy (which may be in electronic form) of the shareholder ledger accounts of each Acquired Fundaffiliated companies, including, without limitation,, CEC. (i) 9.6 Unless PPI or any of its parent or affiliated companies, including, without limitation, CEC, instructs the nameShareholders otherwise, address the Shareholders shall ensure that Coal Group and taxpayer identification number of each Acquired Fund Shareholder, (ii) the number of shares of beneficial interest held by each Acquired Fund Shareholder, (iii) the dividend reinvestment elections applicable to each Acquired Fund Shareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., Internal Revenue Service (“IRS”) Form W-8BEN, W-8ECI, W-8IMY), notices or records on file Heat Power comply with the Acquired Fund with respect to each Acquired Fund Shareholder, and (v) such information as the Aristotle Trust may reasonably request concerning Acquired Fund shares or Acquired Fund Shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B all recommendations of the Code External Auditor in matters affecting the internal financial controls and related Treasury Regulations following the Closing for all financial accounting records of the Acquired Fund Shareholders’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds as a result of the transfer of assets that is the subject of this Agreement, certified by its transfer agent or its President or its Vice President to the best of his or her knowledge and belief; and (d) All FASB ASC 000-00-00 (formerly, FIN 48) work papers and supporting statements pertaining to each Acquired Fundcompanies. (e) A management representation letter directed to, and in the form and manner acceptable to, the Aristotle Trust and its auditor, Xxxx, Xxxxxx & Xxxxx LLP (“Auditor”), covering the period from the end of the Acquired Funds most recent fiscal year end through the Closing Date, for the purposes of permitting the Aristotle Trust to issue its own management representation letter to the Auditor, in connection with the audit of the Acquiring Funds financial statements. (f) A letter from internal and external counsel directed to, and in the form and manner acceptable to, the Aristotle Trust and Auditor, that confirms (i) such party has no knowledge of any litigation, claim, or assessment against an Acquired Fund from the date of the Acquired Funds most recent fiscal year end through the Closing Date, that constitutes a loss contingency (as defined by ASC 450 Contingencies) that is required to be disclosed or recorded in the Acquired Funds financial statements; and, (ii) there has been no knowledge of or advice given to the Acquired Funds related to the existence of any unasserted claim that is material to the presentation of such fund’s financial statements and which, in such counsel’s opinion, is probable or reasonably possible of assertion and should be so recorded or disclosed in accordance with ASC 450. 5.7. As promptly as practicable, but in any case within sixty days after the Closing Date, each Acquired Fund shall furnish the Corresponding Acquiring Fund, in such form as is reasonably satisfactory to the Corresponding Acquiring Fund, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes that will (subject to any applicable provisions and limitations of the Code and Treasury Regulations) be carried over by the Corresponding Acquiring Fund as a result of Section 381 of the Code, and which will be certified by the Pacific Funds Trust’s

Covenants of the Parties. 5.1. The Pacific Funds Trust covenants that each Acquired Fund and the Acquiring Company each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include purchases and sales of portfolio securities, sales and redemptions of fund shares, and regular and customary periodic dividends and distributions. The Aristotle Trust covenants that each Acquiring Fund will not carry on any business activities between the date hereof and the Closing Date (other than such activities as are customary to the organization of a new registered investment company prior to its commencement of operations, including holding and redeeming the initial investment of the initial shareholder of the Acquiring Fund prior to the Closing Date). 5.2. The Pacific Funds Trust will either call a meeting of shareholders for each the Acquired Fund shareholders to be held prior to the Closing Date to consider and act upon this Agreement and the transactions contemplated herein, including the liquidation of each the Acquired Fund, or solicit the written consent of the shareholders with respect to such transactions and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with each the Acquired Fund shareholders’ meeting or written consent, as the case may be, referred to in Section 5.2, the Aristotle Trust Acquiring Company will prepare the Registration Statement and Prospectus/Proxy Statement for such meeting, which the Aristotle Trust Acquiring Company will file for registrationthe registration under the 1933 Act of the Acquiring Company Shares to be distributed to Acquired Fund shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act, provided, however, that neither the Aristotle Trust nor the applicable Acquiring Fund shall be responsible for the accuracy or completeness of information relating to the Pacific Funds Trust or any Acquired Fund that was furnished by the Pacific Funds Trust or such Acquired Fund for use therein. 5.4. Each of the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Funds Company will cooperate with the others, and each will furnish to the others the information relating to itself required by the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Pacific Funds Trust and the Acquired Funds Fund will assist the Acquiring Funds Company in obtaining such information as the Acquiring Funds Company reasonably request requests concerning the beneficial ownership of Acquired Fund shares. 5.5. Subject to the provisions of this Agreement, the Pacific Funds Trust, the Acquired FundsFund, the Aristotle Trust and the Acquiring Funds Company will each take, or cause to be taken, all actions, and do or cause to be done, all things, reasonably necessary, proper or advisable to cause the conditions to the other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.6. The Pacific Funds Trust will at the Closing Date provide the Aristotle Trust with: (a) A statement of the respective adjusted tax basis of all Assets to be transferred by each Acquired Fund to the Corresponding Acquiring Fund; (b) A copy of any other Tax books and records of each Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Sections 1.6045A-1 and 1.6045B-1(a) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the Closing; (c) A copy (which may be in electronic form) of the shareholder ledger accounts of each Acquired Fund, including, without limitation, (i) the name, address and taxpayer identification number of each Acquired Fund Shareholder, (ii) the number of shares of beneficial interest held by each Acquired Fund Shareholder, (iii) the dividend reinvestment elections applicable to each Acquired Fund Shareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., Internal Revenue Service (“IRS”) Form W-8BEN, W-8ECI, W-8IMY), notices or records on file with the Acquired Fund with respect to each Acquired Fund Shareholder, and (v) such information as the Aristotle Trust may reasonably request concerning Acquired Fund shares or Acquired Fund Shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury Regulations following the Closing for all of the Acquired Fund Shareholders’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds as a result of the transfer of assets that is the subject of this Agreement, certified by its transfer agent or its President or its Vice President to the best of his or her knowledge and belief; and (d) All FASB ASC 000-00-00 (formerly, FIN 48) work papers and supporting statements pertaining to each Acquired Fund. (e) A management representation letter directed to, and in the form and manner acceptable to, the Aristotle Trust and its auditor, Xxxx, Xxxxxx & Xxxxx LLP (“Auditor”), covering the period from the end of the Acquired Funds most recent fiscal year end through the Closing Date, for the purposes of permitting the Aristotle Trust to issue its own management representation letter to the Auditor, in connection with the audit of the Acquiring Funds financial statements. (f) A letter from internal and external counsel directed to, and in the form and manner acceptable to, the Aristotle Trust and Auditor, that confirms (i) such party has no knowledge of any litigation, claim, or assessment against an Acquired Fund from the date of the Acquired Funds most recent fiscal year end through the Closing Date, that constitutes a loss contingency (as defined by ASC 450 Contingencies) that is required to be disclosed or recorded in the Acquired Funds financial statements; and, (ii) there has been no knowledge of or advice given to the Acquired Funds related to the existence of any unasserted claim that is material to the presentation of such fund’s financial statements and which, in such counsel’s opinion, is probable or reasonably possible of assertion and should be so recorded or disclosed in accordance with ASC 450. 5.7. As promptly as practicable, but in any case within sixty days after the Closing Date, each the Acquired Fund shall furnish the Corresponding Acquiring FundCompany, in such form as is reasonably satisfactory to the Corresponding Acquiring FundCompany, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes that will (subject to any applicable provisions and limitations of the Code and Treasury Regulations) be carried over by the Corresponding Acquiring Fund Company as a result of Section 381 of the Code, and which will be certified by the Pacific Funds Trust’s’s President and Treasurer. 5.7. The Acquiring Company will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or Blue Sky laws as it may deem appropriate in order to continue its operations after the Closing Date. 5.8. The Trust and the Acquired Fund agree that the liquidation and termination of the Acquired Fund will be effected in the manner provided in the Trust’s declaration of trust and code of regulations in accordance with applicable law and that on and after the Closing Date, the Acquired Fund shall not conduct any business except in connection with its liquidation and termination. 5.9. The Acquiring Company covenants and agrees not to amend the Expense Limitation Agreement (as defined below) in any manner that is adverse to shareholders of the Acquiring Company.

Covenants of the Parties. 5.1(a) During the term of this Agreement, no new leases or amendments, expansions, terminations or renewals of Existing Leases (except as expressly required by the terms of the Existing Lease) shall be entered into without the prior written consent of Buyer, which consent may be granted or withheld in Buyer's reasonable discretion. Should Buyer fail to respond to any written request for consent within ten (10) days following receipt of such request, Buyer shall be deemed to have granted its consent hereunder. Buyer shall assume and be responsible for all leasing commissions, tenant improvement allowances or reimbursement amounts, and other related leasing costs for any permitted new lease or amendment, expansion or renewal of Existing Leases entered into following the Effective Date. Any permitted new lease or amendment, expansion or renewal of Existing Leases shall be included in the term "Existing Leases" under this Agreement from and after the effective date of such document. (b) During the term of this Agreement, no new management, service or supply contracts, billboard leases or licenses, equipment rental agreements, and other contracts related to the ownership or operation of the Properties (collectively, "Contracts") or amendments, expansions, terminations --------- or renewals of Existing Contracts shall be entered into without the prior written consent of Buyer, which consent may be granted or withheld in Buyer's reasonable discretion; provided, however that Sellers may enter into new contracts that are terminable at Closing without any termination fee or penalty. The Pacific Funds Trust provisions of this Section 7(b) shall not apply to the documents and ------------ instruments referred to in the Welcome Assumption which have been provided to Buyer prior to the Effective Date, and any amendments, supplements or modifications to those documents which do not adversely affect Buyer or the value of the Cary, NC Property in any material respect. Any permitted new Contract or amendment, expansion or renewal of Existing Contracts shall be included in the term "Existing Contracts" under this Agreement from and after the effective date of such document. (c) During the term of this Agreement, the Sellers shall not enter into any amendments or modifications of the Mortgage Documents without the prior written consent of Buyer, which consent may be granted or withheld in Buyer's reasonable discretion, with the exception of the pending modification to the substitution language applicable to the CapMark Loan, a copy of which has been delivered to Buyer. Any permitted amendment or modification of the Mortgage Documents shall be included in the term "Mortgage Documents" under this Agreement from and after the effective date of such document. (d) During the term of this Agreement, the Sellers shall not enter into any new Restrictive Covenant or any amendments or modifications of existing Restrictive Covenants without the prior written consent of Buyer, which consent may be granted or withheld in Buyer's reasonable discretion, with the exception of the easements, covenants that each Acquired Fund will and restrictions referred to in the Welcome Assumption and provided to Buyer prior to the Effective Date, and any amendments, supplements or modifications to those documents which do not adversely affect Buyer or the value of the Cary, NC Property in any material respect. Any permitted new Restrictive Covenant or amendment, expansion or renewal of Restrictive Covenants shall be included in the term "Restrictive Covenants" under this Agreement from and after the effective date of such document. (e) During the term of this Agreement, the Sellers shall continue to manage, operate its business and maintain the Properties in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include purchases and sales of portfolio securitiesin the manner such Properties were managed, sales operated and redemptions of fund shares, and regular and customary periodic dividends and distributions. The Aristotle Trust covenants that each Acquiring Fund will not carry on any business activities between maintained preceding the date hereof and Effective Date. (f) Following the Closing Date (other than such activities as are customary to the organization of a new registered investment company prior to its commencement of operations, including holding and redeeming the initial investment expiration of the initial shareholder Review Period, Sellers agree to deliver to contractors under any Existing Contracts such notices of the Acquiring Fund prior to the Closing Date). 5.2. The Pacific Funds Trust will either call a meeting of shareholders for each Acquired Fund to be held prior to the Closing Date to consider and act upon this Agreement and the transactions contemplated herein, including the liquidation of each Acquired Fund, or solicit the written consent of the shareholders with respect to such transactions and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with each Acquired Fund shareholders’ meeting or written consent, termination as the case Buyer may be, referred to in Section 5.2, the Aristotle Trust will prepare the Registration Statement and Prospectus/Proxy Statement for such meeting, which the Aristotle Trust will file for registration, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act, reasonably request; provided, however, that neither delivery of such notice shall not relieve Buyer from the Aristotle Trust nor obligation to assume any and all outstanding Existing Contracts as of the applicable Acquiring Fund Closing Date. If Sellers shall be responsible for the accuracy or completeness unable to obtain as of information relating to the Pacific Funds Trust or any Acquired Fund that was furnished by the Pacific Funds Trust or such Acquired Fund for use therein. 5.4. Each of the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Funds will cooperate with the others, and each will furnish to the others the information relating to itself required by the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Pacific Funds Trust and the Acquired Funds will assist the Acquiring Funds in obtaining such information as the Acquiring Funds reasonably request concerning the beneficial ownership of Acquired Fund shares. 5.5. Subject to the provisions of this Agreement, the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Funds will each take, or cause to be taken, all actions, and do or cause to be done, all things, reasonably necessary, proper or advisable to cause the conditions to the other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.6. The Pacific Funds Trust will at the Closing Date provide the Aristotle Trust with: (a) A statement of the respective adjusted tax basis of all Assets to be transferred by each Acquired Fund to the Corresponding Acquiring Fund; (b) A copy of any other Tax books and records of each Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements consents or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Sections 1.6045A-1 and 1.6045B-1(a) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the Closing; (c) A copy (approvals which may be in electronic form) required to permit assignment and assumption of an Existing Contract, the shareholder ledger accounts of each Acquired Fundapplicable Existing Contract shall not be assigned to, includingor assumed by, without limitation, (i) the name, address and taxpayer identification number of each Acquired Fund Shareholder, (ii) the number of shares of beneficial interest held by each Acquired Fund Shareholder, (iii) the dividend reinvestment elections applicable to each Acquired Fund Shareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., Internal Revenue Service (“IRS”) Form W-8BEN, W-8ECI, W-8IMY), notices or records on file with the Acquired Fund with respect to each Acquired Fund Shareholder, and (v) such information as the Aristotle Trust may reasonably request concerning Acquired Fund shares or Acquired Fund Shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury Regulations following the Closing for all of the Acquired Fund Shareholders’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds as a result of the transfer of assets that is the subject of this Agreement, certified by its transfer agent or its President or its Vice President to the best of his or her knowledge and belief; and (d) All FASB ASC 000-00-00 (formerly, FIN 48) work papers and supporting statements pertaining to each Acquired FundBuyer at Closing. (eg) A management representation letter directed to, and in the form and manner acceptable to, the Aristotle Trust and its auditor, Xxxx, Xxxxxx & Xxxxx LLP For a period of two (“Auditor”), covering the period from the end of the Acquired Funds most recent fiscal year end through the Closing Date, for the purposes of permitting the Aristotle Trust to issue its own management representation letter to the Auditor, in connection with the audit of the Acquiring Funds financial statements. (f2) A letter from internal and external counsel directed to, and in the form and manner acceptable to, the Aristotle Trust and Auditor, that confirms (i) such party has no knowledge of any litigation, claim, or assessment against an Acquired Fund from the date of the Acquired Funds most recent fiscal year end through the Closing Date, that constitutes a loss contingency (as defined by ASC 450 Contingencies) that is required to be disclosed or recorded in the Acquired Funds financial statements; and, (ii) there has been no knowledge of or advice given to the Acquired Funds related to the existence of any unasserted claim that is material to the presentation of such fund’s financial statements and which, in such counsel’s opinion, is probable or reasonably possible of assertion and should be so recorded or disclosed in accordance with ASC 450. 5.7. As promptly as practicable, but in any case within sixty days years after the Closing Date, each Acquired Fund on Buyer's request and with reasonable notice, to the extent permitted under applicable law and appropriate confidentiality restrictions, Sellers shall furnish make all books, records and other materials in Sellers' possession relating to the Corresponding Acquiring FundProperties and reasonably requested by Buyer available to Buyer for inspection, copying and audit by Buyer's independent certified public accountants, and shall cooperate in obtaining any consents needed from Xxxxxx Xxxxxxxx to permit access by Buyer to their work papers for federal securities law purposes, provided that Buyer shall reimburse Sellers for its reasonable out-of-pocket costs and expenses in connection therewith. (h) Prior to Closing, Sellers shall satisfy or make appropriate provision for the payment of all real estate taxes and assessments then due and payable, all bills and claims for water and sewer service, and all claims for payments due mechanics or materialmen. (i) Prior to the expiration of the Review Period, Buyer shall advise Sellers in writing of those property level employees of KPT who Buyer intends to retain following the Closing, if any. (j) Prior to Closing, Sellers shall promptly deliver to Buyer copies of all material notices received by Sellers from, or delivered by Sellers to, any tenants under Existing Leases, ground lessors under the Ground Leases, parties under the Restrictive Covenants, governmental authorities or other parties with respect to any Property. Sellers shall provide Buyer with prompt notice if Sellers shall learn of any facts or circumstances which shall make any of the representations or warranties of Sellers contained herein inaccurate or incorrect in any material respect. (k) Sellers shall maintain their existing casualty insurance policies on the Properties. (l) Prior to Closing, KPT Mortgage shall complete the alterations to the Improvements at the CapMark Property located in Raleigh, NC, free and clear of all claims for payments due mechanics and materialmen, in a good and workmanlike manner, in accordance with governmental regulations and the terms of any applicable Existing Leases; provided, however, that if such work is not completed prior to Closing, Sellers and Buyer shall enter into an agreement in a form as is reasonably satisfactory acceptable to Buyer and Sellers to withhold in escrow from the Corresponding Acquiring Fund, a statement proceeds due Sellers 125% of the earnings amount reasonably agreed by Buyer and profits of the Acquired Fund for federal income tax purposes that will (subject Seller to any applicable provisions and limitations of the Code and Treasury Regulations) be carried over by the Corresponding Acquiring Fund as a result of required to complete such work in accordance with this Section 381 of the Code------- 7(l), and which will be certified by to release to Sellers any funds remaining following completion. The ---- provisions of this Section 7(l) shall survive the Pacific Funds Trust’sClosing. ------------

Covenants of the Parties. 5.1. The Pacific Funds Trust covenants that each Acquired Fund will operate its business in the ordinary course between 11.1 From the date hereof and the Closing Date, it being understood that such ordinary course of business will include purchases and sales of portfolio securities, sales and redemptions of fund shares, and regular and customary periodic dividends and distributions. The Aristotle Trust covenants that each Acquiring Fund will not carry on any business activities between the date hereof and the Closing Date (other than such activities as are customary to the organization of a new registered investment company prior to its commencement of operations, including holding and redeeming the initial investment of the initial shareholder of the Acquiring Fund prior to the Closing Date). 5.2. The Pacific Funds Trust will either call a meeting of shareholders for each Acquired Fund to be held prior to the Closing Date to consider and act upon this Agreement and until the transactions contemplated herein, including the liquidation of each Acquired Fund, or solicit the written consent of the shareholders with respect to such transactions and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with each Acquired Fund shareholders’ meeting or written consent, as the case may be, referred to in Section 5.2, the Aristotle Trust will prepare the Registration Statement and Prospectus/Proxy Statement for such meeting, which the Aristotle Trust will file for registration, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act, provided, however, that neither the Aristotle Trust nor the applicable Acquiring Fund shall be responsible for the accuracy or completeness of information relating to the Pacific Funds Trust or any Acquired Fund that was furnished by the Pacific Funds Trust or such Acquired Fund for use therein. 5.4. Each of the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Funds will cooperate with the others, and each will furnish to the others the information relating to itself required by the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Pacific Funds Trust and the Acquired Funds will assist the Acquiring Funds in obtaining such information as the Acquiring Funds reasonably request concerning the beneficial ownership of Acquired Fund shares. 5.5. Subject to the provisions termination of this Agreement, the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Funds will each take, or cause to be taken, all actions, and do or cause to be done, all things, reasonably necessary, proper or advisable to cause the conditions to the other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.6. The Pacific Funds Trust will at the Closing Date provide the Aristotle Trust withAgreement in accordance with Article 9: (a) A statement Intermeccanica will conduct Intermeccanica’s Business only in the ordinary course of business consistent with past practice and neither Intermeccanica nor Xxxxx will, without the prior written consent of ElectraMeccanica, enter into any transaction or refrain from doing any action that would constitute a breach of any representation, warranty, covenant or other obligation of Intermeccanica or Xxxxx contained herein, and provided further that, without limiting the generality of the respective adjusted tax basis foregoing, neither Intermeccanica nor Xxxxx will transfer, lease, license, sell or otherwise dispose of, or cause or permit any of all Assets the foregoing to be transferred by each Acquired Fund occur with respect to, any of the Shares or Intermeccanica’s assets, except for inventory, or permit any Adverse Interest (other than the BMO Security) to attach to or affect any of Intermeccanica’s assets or the Corresponding Acquiring FundShares, other than in the ordinary course of business consistent with past practice; (b) A copy Intermeccanica will carry on Intermeccanica’s Business in compliance with laws and perform its obligations under all contracts and permits in respect of any other Tax books and records of each Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements Intermeccanica’s Business or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Sections 1.6045A-1 and 1.6045B-1(a) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the Closingits assets; (c) A copy (which Intermeccanica will continue to maintain in full force and effect all policies of insurance or renewals now in effect, and will take out, at the expense of ElectraMeccanica, such additional insurance as may be reasonably requested by ElectraMeccanica, and will give all notices and present all claims under all policies of insurance in electronic form) of the shareholder ledger accounts of each Acquired Fund, including, without limitation,a timely fashion; (id) Intermeccanica will use commercially reasonable efforts to preserve intact Intermeccanica’s Business and its assets and to carry on Intermeccanica’s Business as currently conducted, and to promote and preserve for ElectraMeccanica the namegoodwill of suppliers, address customers and taxpayer identification number of each Acquired Fund Shareholder,others having business relations with Intermeccanica; (iie) Intermeccanica will pay and discharge the number liabilities of shares of beneficial interest held by each Acquired Fund Shareholder, (iii) Intermeccanica relating to Intermeccanica’s Business in the dividend reinvestment elections applicable to each Acquired Fund Shareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., Internal Revenue Service (“IRS”) Form W-8BEN, W-8ECI, W-8IMY), notices or records on file ordinary course in accordance and consistent with the Acquired Fund with respect to each Acquired Fund Shareholder, past practice of Intermeccanica; and (vf) Intermeccanica will not take any action, directly or indirectly, to encourage, initiate or engage in discussions or negotiations with, or provide any information to any person, other than ElectraMeccanica, concerning any merger, sale of substantial assets or shares or similar transaction involving Intermeccanica’s Business. 11.2 Intermeccanica and Xxxxx agree that, during the term of this Agreement and for a period of 24 months after the end of the term of this Agreement (the “Restricted Period”), neither Intermeccanica nor Xxxxx will, directly or indirectly, either individually or in conjunction with any other person or persons, partnership, corporation or trust (whether as employee, principal, agent, shareholder, consultant or in any other capacity whatsoever), carry on business as, be engaged by, or work for a business that competes with ElectraMeccanica’s Business in Canada or the United States. Intermeccanica and Xxxxx further agree that, during the Restricted Period, neither Intermeccanica nor Xxxxx will, without the prior written consent of ElectraMeccanica, either alone or jointly with or on behalf of any person or entity, directly or indirectly solicit any person who, at the applicable time, is an employee or independent contractor of ElectraMeccanica, for the purpose of inducing him, her or it to terminate his, her or its employment or contract for services with ElectraMeccanica. 11.3 ElectraMeccanica agrees that, during the Restricted Period, ElectraMeccanica will not, directly or indirectly, either individually or in conjunction with any other person or persons, partnership, corporation or trust (whether as employee, principal, agent, shareholder, consultant or in any other capacity whatsoever), carry on business as, be engaged by, or work for a business that competes with Intermeccanica’s Business in Canada or the United States. ElectraMeccanica further agrees that, during the Restricted Period, ElectraMeccanica will not, without the prior written consent of Intermeccanica, either alone or jointly with or on behalf of any person or entity, directly or indirectly solicit any person who, at the applicable time, is an employee or independent contractor of Intermeccanica, for the purpose of inducing him, her or it to terminate his, her or its employment or contract for services with Intermeccanica. 11.4 The parties acknowledges that the restrictions contained in Sections 11.2 and 11.3 are reasonable and necessary to protect the legitimate interests of ElectraMeccanica and Intermeccanica, respectively, that the parties would not have entered into this Agreement in the absence of such information restrictions and that any violation of any provision Section 11.2 or 11.3 could result in irreparable injury to ElectraMeccanica or Intermeccanica, as applicable. Accordingly, each of the parties agrees that, in the event that such party violates any of the restrictions referred to in Section 11.2 or 11.3, as applicable, the other party will be entitled to such injunctive relief or other remedies at law or in equity which the court deems fit. 11.5 All Developments will be the exclusive property of ElectraMeccanica and ElectraMeccanica will have sole discretion to deal with Developments. Intermeccanica agrees that no intellectual property rights in the Developments are or will be retained by Intermeccanica. For greater certainty, all work done during the term of this Agreement (or during any other periods in which Intermeccanica provides services to ElectraMeccanica) is the sole property of ElectraMeccanica as the Aristotle Trust first author for copyright purposes and in respect of which all copyright will vest in ElectraMeccanica. Intermeccanica will do all further things that may be reasonably request concerning Acquired Fund shares necessary or Acquired Fund Shareholders desirable in order to give full effect to this Section 11.5. Without limiting the generality of the foregoing, if Intermeccanica’s cooperation is required in order for ElectraMeccanica to obtain or enforce legal protection of the Developments, Intermeccanica will provide that cooperation so long as ElectraMeccanica pays to Intermeccanica reasonable compensation for Intermeccanica’s time at a rate to be agreed between Intermeccanica and ElectraMeccanica. 11.6 Intermeccanica acknowledges that it may become aware of “personal information” (as such term is defined in the Personal Information Protection Act (British Columbia) or analogous, applicable legislation) which is collected, used or disclosed by ElectraMeccanica or transferred to ElectraMeccanica. Intermeccanica hereby agrees and covenants with ElectraMeccanica that Intermeccanica will not, without the prior written consent of ElectraMeccanica, disclose or make available such personal information to any other person or entity except in accordance with ElectraMeccanica’s instructions. Furthermore, and without limiting the generality of the foregoing, Intermeccanica agrees that the personal information of others provided to it by ElectraMeccanica will only be used for such purposes as are specified herein and that ElectraMeccanica will not sell, trade, barter, disclose or transfer such personal information to any other party except with the prior written consent of ElectraMeccanica. 11.7 The parties acknowledge and agree that they have approached and negotiated this Agreement and the documents and instruments to be delivered pursuant to this Agreement or in connection with Acquiring Fund’s cost basis reporting the transactions contemplated by this Agreement in good faith and related that they will continue to act in such manner. In particular and without limiting the generality of the foregoing, the parties agree to cooperate fully in good faith with each other and their respective representatives in connection with any steps required to be taken as part of their respective obligations under Sections 1012this Agreement. 11.8 Intermeccanica will, 6045, 6045A, and 6045B of throughout the Code and related Treasury Regulations following the Closing for all of the Acquired Fund Shareholders’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds as a result of the transfer of assets that is the subject term of this Agreement, certified by its transfer agent or its President or its Vice President to the best of his or her knowledge and belief; and (d) All FASB ASC 000-00-00 (formerly, FIN 48) work papers and supporting statements pertaining to each Acquired Fund. (e) A management representation letter directed to, and in the form and manner acceptable to, the Aristotle Trust and its auditor, Xxxx, Xxxxxx & Xxxxx LLP (“Auditor”), covering the period from the end of the Acquired Funds most recent fiscal year end through the Closing Date, for the purposes of permitting the Aristotle Trust to issue at its own management representation letter cost and expense, take out and maintain in place errors and omissions and product liability insurance with such coverage limits and deductibles and with such reputable insurers as are directed by ElectraMeccanica from time to time and ElectraMeccanica will be a named insured under each such policy of insurance. Such insurance will specify that the Auditor, in connection insurer must provide ElectraMeccanica with the audit of the Acquiring Funds financial statements. at least thirty (f30) A letter from internal and external counsel directed to, and in the form and manner acceptable to, the Aristotle Trust and Auditor, that confirms (i) such party has no knowledge days prior written notice of any litigation, claim, proposed cancellation or assessment against an Acquired Fund from the date of the Acquired Funds most recent fiscal year end through the Closing Date, that constitutes a loss contingency (as defined by ASC 450 Contingencies) that is required to be disclosed or recorded in the Acquired Funds financial statements; and, (ii) there has been no knowledge suspension of or advice given change to the Acquired Funds related such insurance. Intermeccanica will provide evidence to the existence ElectraMeccanica of any unasserted claim that is material Intermeccanica’s compliance with this obligation from time to the presentation of such fund’s financial statements and which, in such counsel’s opinion, is probable or reasonably possible of assertion and should be so recorded or disclosed in accordance with ASC 450time whenever requested by ElectraMeccanica. 5.7. As promptly as practicable, but in any case within sixty days after the Closing Date, each Acquired Fund shall furnish the Corresponding Acquiring Fund, in such form as is reasonably satisfactory to the Corresponding Acquiring Fund, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes that will (subject to any applicable provisions and limitations of the Code and Treasury Regulations) be carried over by the Corresponding Acquiring Fund as a result of Section 381 of the Code, and which will be certified by the Pacific Funds Trust’s

Covenants of the Parties. 5.1. The Pacific Funds Trust covenants that each Acquired Fund and the Acquiring Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that that, such ordinary course of business will include purchases and sales of portfolio securities, sales and redemptions of fund shares, and regular and customary periodic dividends and distributions. The Aristotle Trust covenants that each Acquiring Fund will not carry on any business activities between the date hereof and the Closing Date (other than such activities as are customary to the organization of a new registered investment company prior to its commencement of operations, including holding and redeeming the initial investment of the initial shareholder of the Acquiring Fund prior to the Closing Date). 5.2. The Pacific Funds Trust on behalf of the Acquired Fund will either call a meeting of shareholders for each the Acquired Fund shareholders as soon as practicable after the date of filing the Registration Statement to be held prior to the Closing Date to consider and act upon this Agreement and the transactions contemplated hereinAgreement, including the sale of all of its assets to, and the assumption of all of its liabilities by, the Acquiring Fund as herein provided, and authorizing the liquidation of each the Acquired Fund, or solicit the written consent . The Trust on behalf of the shareholders with respect to such transactions and Acquired Fund will take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with each the Acquired Fund shareholders’ meeting or written consent, as the case may be, referred to in Section 5.2, the Aristotle Trust on behalf of the Acquiring Fund and the Acquired Fund will prepare the Registration Statement and Prospectus/Proxy Statement for such meeting, which the Aristotle Trust will file for registrationthe registration under the 1933 Act of the Acquiring Fund Shares to be distributed to Acquired Fund shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act, provided, however, that neither the Aristotle Trust nor the applicable Acquiring Fund shall be responsible for the accuracy or completeness of information relating to the Pacific Funds Trust or any Acquired Fund that was furnished by the Pacific Funds Trust or such Acquired Fund for use therein. 5.4. Each of the Pacific Funds Trust, the The Acquired Funds, the Aristotle Trust Fund and the Acquiring Funds Fund will cooperate with the otherseach other, and each will furnish to the others other the information relating to itself required by the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Pacific Funds Trust and the Acquired Funds Fund will assist the Acquiring Funds Fund in obtaining such information as the Acquiring Funds Fund reasonably request requests concerning the beneficial ownership of Acquired Fund sharesShares. 5.5. Subject to the provisions of this Agreement, the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Funds will each take, or cause to be taken, all actions, and do or cause to be done, all things, reasonably necessary, proper or advisable to cause the conditions to the other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.6. The Pacific Funds Trust will at the Closing Date provide the Aristotle Trust with: (a) A statement of the respective adjusted tax basis of all Assets to be transferred by each Acquired Fund to the Corresponding Acquiring Fund; (b) A copy of any other Tax books and records of each Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Sections 1.6045A-1 and 1.6045B-1(a) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the Closing; (c) A copy (which may be in electronic form) of the shareholder ledger accounts of each Acquired Fund, including, without limitation, (i) the name, address and taxpayer identification number of each Acquired Fund Shareholder, (ii) the number of shares of beneficial interest held by each Acquired Fund Shareholder, (iii) the dividend reinvestment elections applicable to each Acquired Fund Shareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., Internal Revenue Service (“IRS”) Form W-8BEN, W-8ECI, W-8IMY), notices or records on file with the Acquired Fund with respect to each Acquired Fund Shareholder, and (v) such information as the Aristotle Trust may reasonably request concerning Acquired Fund shares or Acquired Fund Shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury Regulations following the Closing for all of the Acquired Fund Shareholders’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds as a result of the transfer of assets that is the subject of this Agreement, certified by its transfer agent or its President or its Vice President to the best of his or her knowledge and belief; and (d) All FASB ASC 000-00-00 (formerly, FIN 48) work papers and supporting statements pertaining to each Acquired Fund. (e) A management representation letter directed to, and in the form and manner acceptable to, the Aristotle Trust and its auditor, Xxxx, Xxxxxx & Xxxxx LLP (“Auditor”), covering the period from the end of the Acquired Funds most recent fiscal year end through the Closing Date, for the purposes of permitting the Aristotle Trust to issue its own management representation letter to the Auditor, in connection with the audit of the Acquiring Funds financial statements. (f) A letter from internal and external counsel directed to, and in the form and manner acceptable to, the Aristotle Trust and Auditor, that confirms (i) such party has no knowledge of any litigation, claim, or assessment against an Acquired Fund from the date of the Acquired Funds most recent fiscal year end through the Closing Date, that constitutes a loss contingency (as defined by ASC 450 Contingencies) that is required to be disclosed or recorded in the Acquired Funds financial statements; and, (ii) there has been no knowledge of or advice given to the Acquired Funds related to the existence of any unasserted claim that is material to the presentation of such fund’s financial statements and which, in such counsel’s opinion, is probable or reasonably possible of assertion and should be so recorded or disclosed in accordance with ASC 450. 5.7. As promptly as practicable, but in any case within sixty days after the Closing Date, each the Acquired Fund shall furnish the Corresponding Acquiring Fund, in such form as is reasonably satisfactory to the Corresponding Acquiring Fund, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes that will (subject to any applicable provisions and limitations of the Code and Treasury Regulations) be carried over by the Corresponding Acquiring Fund as a result of Section 381 of the Code, and which will be reviewed by PricewaterhouseCoopers LLP and certified by the Pacific Funds Trust’s’s President and Treasurer. 5.6. The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or blue sky laws as it may deem appropriate in order to continue its operations after the Closing Date. 5.7. The Acquired Fund agrees that the liquidation of the Acquired Fund will be effected in the manner provided in the Declaration of Trust and Bylaws in accordance with applicable law, and that on and after the Closing Date, the Acquired Fund shall not conduct any business except in connection with its liquidation.

Covenants of the Parties. 5.1. The Pacific Funds HighMark Trust covenants that each Acquired Fund will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include purchases and sales of portfolio securities, sales and redemptions of fund shares, and regular and customary periodic dividends and distributions. The Aristotle NMF Trust covenants that each Acquiring Fund will not carry on any business activities between the date hereof and the Closing Date (other than such activities as are customary to the organization of a new registered investment company prior to its commencement of operations, including holding and redeeming the initial investment of the initial shareholder of the Acquiring Fund prior to the Closing Date). 5.2. The Pacific Funds HighMark Trust will either call a meeting of shareholders for each Acquired Fund to be held prior to the Closing Date to consider and act upon this Agreement and the transactions contemplated herein, including the liquidation of each Acquired Fund, or solicit the written consent of the shareholders with respect to such transactions and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with each Acquired Fund shareholders’ meeting or written consent, as the case may be, referred to in Section 5.2, the Aristotle NMF Trust will prepare the Registration Statement and Prospectus/Proxy Statement for such meeting, which the Aristotle NMF Trust will file for registrationregistration under the 1933 Act of the corresponding Acquiring Fund Shares to be distributed to the Acquired Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act, provided, however, that neither the Aristotle Trust nor the applicable Acquiring Fund shall be responsible for the accuracy or completeness of information relating to the Pacific Funds Trust or any Acquired Fund that was furnished by the Pacific Funds Trust or such Acquired Fund for use thereinXxx. 5.4. Each of the Pacific Funds HighMark Trust, the Acquired Funds, the Aristotle NMF Trust and the Acquiring Funds will cooperate with the others, and each will furnish to the others the information relating to itself required by the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Pacific Funds HighMark Trust and the Acquired Funds will assist the Acquiring Funds in obtaining such information as the Acquiring Funds reasonably request concerning the beneficial ownership of Acquired Fund shares. 5.5. Subject to the provisions of this Agreement, the Pacific Funds HighMark Trust, the Acquired Funds, the Aristotle NMF Trust and the Acquiring Funds will each take, or cause to be taken, all actions, and do or cause to be done, all things, reasonably necessary, proper or advisable to cause the conditions to the other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.6. The Pacific Funds HighMark Trust will at the Closing Date provide the Aristotle NMF Trust with: (a) A statement of the respective adjusted tax basis of all Assets to be transferred by each Acquired Fund to the Corresponding Acquiring Fund; (b) A copy of any other Tax books and records of each Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Sections 1.6045A-1 and 1.6045B-1(a) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the Closing; (c) A copy (which may be in electronic form) of the shareholder ledger accounts of each Acquired Fund, including, without limitation, (i) the name, address and taxpayer identification number of each Acquired Fund Shareholdershareholder of record, (ii) the number of shares of beneficial interest held by each Acquired Fund Shareholdershareholder, (iii) the dividend reinvestment elections applicable to each Acquired Fund Shareholdershareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., Internal Revenue Service (“IRS”) IRS Form W-8BENW-8XXX, W-8ECIX-0XXX, W-8IMYX-8IMY), notices or records on file with the Acquired Fund with respect to each Acquired Fund Shareholdershareholder, and (v) such information as the Aristotle NMF Trust may reasonably request concerning Acquired Fund shares or Acquired Fund Shareholders shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury Regulations regulations following the Closing Closing. for all of the shareholders of record of the Acquired Fund ShareholdersFunds’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds as a result of the transfer of assets that is the subject of this Agreement, certified by its transfer agent or its President or its Vice President to the best of his or her knowledge and belief; and (d) All FASB ASC 000700-00-00 (formerly, FIN 48) work papers and supporting statements pertaining to each Acquired Fund. (e) A management representation letter directed to, and in the form and manner acceptable to, the Aristotle Trust and its auditor, Xxxx, Xxxxxx & Xxxxx LLP (“Auditor”), covering the period from the end of the Acquired Funds most recent fiscal year end through the Closing Date, for the purposes of permitting the Aristotle Trust to issue its own management representation letter to the Auditor, in connection with the audit of the Acquiring Funds financial statements. (f) A letter from internal and external counsel directed to, and in the form and manner acceptable to, the Aristotle Trust and Auditor, that confirms (i) such party has no knowledge of any litigation, claim, or assessment against an Acquired Fund from the date of the Acquired Funds most recent fiscal year end through the Closing Date, that constitutes a loss contingency (as defined by ASC 450 Contingencies) that is required to be disclosed or recorded in the Acquired Funds financial statements; and, (ii) there has been no knowledge of or advice given to the Acquired Funds related to the existence of any unasserted claim that is material to the presentation of such fund’s financial statements and which, in such counsel’s opinion, is probable or reasonably possible of assertion and should be so recorded or disclosed in accordance with ASC 450. 5.7. As promptly as practicable, but in any case within sixty days after the Closing Date, each Acquired Fund shall furnish the Corresponding Acquiring Fund, in such form as is reasonably satisfactory to the Corresponding Acquiring Fund, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes that will (subject to any applicable provisions and limitations of the Code and Treasury Regulations) be carried over by the Corresponding Acquiring Fund as a result of Section 381 of the Code, and which will be certified by the Pacific HighMark Trust’s President and Treasurer. 5.8. The Acquiring Funds will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or Blue Sky laws as it may deem appropriate in order to continue its operations after the Closing Date. 5.9. The HighMark Trust shall cause the liquidation and termination of the Acquired Funds to be effected in the manner provided in the HighMark Trust’s’s Declaration of Trust and code of regulations in accordance with applicable law and that on and after the Closing Date, the Acquired Funds shall not conduct any business except in connection with their liquidation and termination. 5.10. The HighMark Trust shall timely file or cause to be timely filed all Tax returns required to be filed with respect to the Acquired Funds for tax periods ending on or before the Closing Date, and NMF Trust shall timely file or cause to be timely filed all Tax returns required to be filed with respect to the Acquired Funds and any Tax returns required to be filed with respect to the Acquiring Funds for any period ending after the Closing Date; provided, however, the HighMark Trust shall file with the relevant taxing authorities, and make available to the NMF Trust, on or before December 2, 2013, all income Tax returns (e.g., Form 1120-RIC) required to be filed by the Acquired Funds for their fiscal year ended July 31, 2013. 5.11. The HighMark Trust and the Acquired Funds will not acquire Acquiring Fund Shares for the purpose of making distributions thereof other than to the shareholders of the Acquired Funds. 5.12. The NMF Trust covenants and agrees that it will not, within a period of two years after the Closing Date, terminate the Expense Limitation Agreement (as defined below), as it applies to the Acquiring Funds, or amend the Expense Limitation Agreement, as it applies to the Acquiring Funds, to make it less favorable to the shareholders of the Acquiring Funds than prior to such amendment.

Covenants of the Parties. 5.1. The Pacific Funds Trust covenants that each Each of the Acquired Fund and the Acquiring Fund will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include purchases and sales of portfolio securities, sales and redemptions of fund shares, and regular and customary periodic dividends and distributions. The Aristotle Trust covenants that each Acquiring Fund will not carry on any business activities between the date hereof and the Closing Date (other than such activities as are customary to the organization of a new registered investment company prior to its commencement of operations, including holding and redeeming the initial investment of the initial shareholder of the Acquiring Fund prior to the Closing Date). 5.2. The Pacific Funds Trust on behalf of the Acquired Fund will either call a meeting of shareholders for each the Acquired Fund Shareholders as soon as practicable after the date of filing the Registration Statement to be held prior to the Closing Date to consider and act upon this Agreement and the transactions contemplated hereinAgreement, including the sale of all of its assets to, and the assumption of all of its liabilities by, the Acquiring Fund as herein provided, and authorizing the liquidation of each the Acquired Fund, or solicit the written consent . The Trust on behalf of the shareholders with respect to such transactions and Acquired Fund will take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with each the Acquired Fund shareholdersShareholders’ meeting or written consent, as the case may be, referred to in Section 5.2, the Aristotle Trust on behalf of the Acquiring Fund and the Acquired Fund will prepare the Registration Statement and Prospectus/Proxy Statement for such meeting, which the Aristotle Trust will file for registrationthe registration under the 1933 Act of the Acquiring Fund Shares to be distributed to Acquired Fund Shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act, provided, however, that neither the Aristotle Trust nor the applicable Acquiring Fund shall be responsible for the accuracy or completeness of information relating to the Pacific Funds Trust or any Acquired Fund that was furnished by the Pacific Funds Trust or such Acquired Fund for use therein. 5.4. Each of the Pacific Funds Trust, the The Acquired Funds, the Aristotle Trust Fund and the Acquiring Funds Fund will cooperate with the otherseach other, and each will furnish to the others other the information relating to itself required by the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Pacific Funds Trust and the Acquired Funds Fund will assist the Acquiring Funds Fund in obtaining such information as the Acquiring Funds Fund reasonably request requests concerning the beneficial ownership of Acquired Fund sharesShares. 5.5. Subject to the provisions of this Agreement, the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Funds will each take, or cause to be taken, all actions, and do or cause to be done, all things, reasonably necessary, proper or advisable to cause the conditions to the other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.6. The Pacific Funds Trust will at the Closing Date provide the Aristotle Trust with: (a) A statement of the respective adjusted tax basis of all Assets to be transferred by each Acquired Fund to the Corresponding Acquiring Fund; (b) A copy of any other Tax books and records of each Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Sections 1.6045A-1 and 1.6045B-1(a) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the Closing; (c) A copy (which may be in electronic form) of the shareholder ledger accounts of each Acquired Fund, including, without limitation, (i) the name, address and taxpayer identification number of each Acquired Fund Shareholder, (ii) the number of shares of beneficial interest held by each Acquired Fund Shareholder, (iii) the dividend reinvestment elections applicable to each Acquired Fund Shareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., Internal Revenue Service (“IRS”) Form W-8BEN, W-8ECI, W-8IMY), notices or records on file with the Acquired Fund with respect to each Acquired Fund Shareholder, and (v) such information as the Aristotle Trust may reasonably request concerning Acquired Fund shares or Acquired Fund Shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury Regulations following the Closing for all of the Acquired Fund Shareholders’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds as a result of the transfer of assets that is the subject of this Agreement, certified by its transfer agent or its President or its Vice President to the best of his or her knowledge and belief; and (d) All FASB ASC 000-00-00 (formerly, FIN 48) work papers and supporting statements pertaining to each Acquired Fund. (e) A management representation letter directed to, and in the form and manner acceptable to, the Aristotle Trust and its auditor, Xxxx, Xxxxxx & Xxxxx LLP (“Auditor”), covering the period from the end of the Acquired Funds most recent fiscal year end through the Closing Date, for the purposes of permitting the Aristotle Trust to issue its own management representation letter to the Auditor, in connection with the audit of the Acquiring Funds financial statements. (f) A letter from internal and external counsel directed to, and in the form and manner acceptable to, the Aristotle Trust and Auditor, that confirms (i) such party has no knowledge of any litigation, claim, or assessment against an Acquired Fund from the date of the Acquired Funds most recent fiscal year end through the Closing Date, that constitutes a loss contingency (as defined by ASC 450 Contingencies) that is required to be disclosed or recorded in the Acquired Funds financial statements; and, (ii) there has been no knowledge of or advice given to the Acquired Funds related to the existence of any unasserted claim that is material to the presentation of such fund’s financial statements and which, in such counsel’s opinion, is probable or reasonably possible of assertion and should be so recorded or disclosed in accordance with ASC 450. 5.7. As promptly as practicable, but in any case within sixty days after the Closing Date, each the Acquired Fund shall furnish the Corresponding Acquiring Fund, in such form as is reasonably satisfactory to the Corresponding Acquiring Fund, a statement of the earnings and profits and capital loss carryovers of the Acquired Fund for federal income tax purposes that will (subject to any applicable provisions and limitations of the Code and Treasury Regulations) be carried over by the Corresponding Acquiring Fund as a result of Section 381 of the Code, and which will be reviewed by PricewaterhouseCoopers LLP and certified by the Pacific Funds Trust’s’s President and Treasurer. 5.6. The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or blue sky laws as it may deem appropriate in order to continue its operations after the Closing Date. 5.7. The Acquired Fund agrees that the liquidation of the Acquired Fund will be effected in the manner provided in the Declaration of Trust and Bylaws in accordance with applicable law, and that on and after the Closing Date, the Acquired Fund shall not conduct any business except in connection with its liquidation.

Covenants of the Parties. 5.1. The Pacific Funds Trust (a) In the event that the Option is exercised by DCC, then each of DCC and AWS Alaska covenants and agrees that each Acquired Fund it will operate its business in fully cooperate with the ordinary course between other, and do all things reasonably necessary to assist the other to make such filings required by FCC Law with regard to FCC Authorizations held by the Cordova Partnership, as soon xx xxxcticable after the date hereof the Option is exercised, including, without limitation, the furnishing of financial and the Closing Date, it being understood that such ordinary course of business will include purchases and sales of portfolio securities, sales and redemptions of fund shares, and regular and customary periodic dividends and distributions. The Aristotle Trust covenants that each Acquiring Fund will not carry on any business activities between the date hereof and the Closing Date (other than such activities as are customary to the organization of a new registered investment company prior to its commencement of operations, including holding and redeeming the initial investment of the initial shareholder of the Acquiring Fund prior to the Closing Date). 5.2. The Pacific Funds Trust will either call a meeting of shareholders for each Acquired Fund to be held prior to the Closing Date to consider and act upon this Agreement and the transactions contemplated herein, including the liquidation of each Acquired Fund, or solicit the written consent of the shareholders information specifically with respect to such transactions and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with each Acquired Fund shareholders’ meeting DCC, AWS or written consentAWS Alaska, as the case may be, referred to in Section 5.2, the Aristotle Trust will prepare the Registration Statement and Prospectus/Proxy Statement for such meeting, which the Aristotle Trust will file for registration, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act, provided, however, that neither the Aristotle Trust nor the applicable Acquiring Fund shall be responsible for the accuracy or completeness of information relating to the Pacific Funds Trust or any Acquired Fund that was furnished by the Pacific Funds Trust or such Acquired Fund for use therein. 5.4. Each of the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Funds will cooperate with the others, and each will furnish to the others the information relating to itself reasonably required by the 1933 Act, person whose consent or approval is being sought. Each party (the 1934 Act and the 1940 Act and the rules and regulations thereunder "Notifying Party") shall use all commercially reasonable efforts to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Pacific Funds Trust and the Acquired Funds will assist the Acquiring Funds in obtaining such information as the Acquiring Funds reasonably request concerning the beneficial ownership of Acquired Fund shares. 5.5. Subject to the provisions of this Agreement, the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Funds will each take, or cause to be taken, all actions, and do or cause to be done, all things, reasonably necessary, proper or advisable to cause the conditions provide adequate prior written notice to the other parties’ obligations (the "Notified Party") of any meeting with Governmental Authorities the purpose of which is to consummate seek a consent or approval to the transactions contemplated hereby or resulting from any notice being filed, and the Notified Party shall have the right to be met attend all such meetings with appropriate Governmental Authorities for the purpose of obtaining such consents or fulfilled approvals and otherwise responding to consummate issues resulting from the filing of a notice. DCC hereby agrees to file the necessary applications and make effective such transactions. 5.6. The Pacific Funds Trust will at other filings with the Closing Date provide FCC seeking consent to the Aristotle Trust with: (a) A statement assignment of the respective adjusted tax basis Cordova Interest to DCC, and xx xxxe for all other necessary regulatory approvals for the consummation of the transactions contemplated by this Agreement, within 15 business days following the exercise of the Option, and to diligently pursue the processing of any such applications and filings before the FCC and other applicable Governmental Authorities. AWS and AWS Alaska agree to take all Assets commercially reasonable actions to be transferred by each Acquired Fund cause CWC, as the managing partner of the Cordova Partnership, to file xxx xxcessary applications and other filings with the FCC seeking consent to the Corresponding Acquiring Fund;assignment of the Cordova Interest to DCC, and xx xxxe for all other necessary regulatory approvals for the consummation of the transactions contemplated by this Agreement, within 15 business days following the exercise of the Option, and to diligently pursue the processing of any such applications and filings before the FCC and other applicable Governmental Authorities. Neither party shall take any action or fail to take any action if such act or omission is likely to cause a delay in, or the FCC not to grant its consent to, the assignment of the FCC Authorizations contemplated hereby, it being understood that if any petition to deny is filed against the transfer of the FCC Authorizations principally by reason of the qualifications of only one of the parties to this transaction, then it shall be the primary responsibility of such party to defend against any allegations in such petition. DCC and AWS Alaska shall each pay their own filing fees in connection with any filings pursuant to this Section 6(a). (b) A copy of any other Tax books and records of each Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements or related documents (including but not limited Prior to any income, excise or information returns, as well as any transfer statements (as described in Sections 1.6045A-1 and 1.6045B-1(a) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the Closing; (c) A copy (which may be in electronic form) of the shareholder ledger accounts of each Acquired Fund, including, without limitation, (i) the name, address and taxpayer identification number of each Acquired Fund Shareholder, (ii) the number of shares of beneficial interest held by each Acquired Fund Shareholder, (iii) the dividend reinvestment elections applicable to each Acquired Fund Shareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., Internal Revenue Service (“IRS”) Form W-8BEN, W-8ECI, W-8IMY), notices or records on file with the Acquired Fund with respect to each Acquired Fund Shareholder, and (v) such information as the Aristotle Trust may reasonably request concerning Acquired Fund shares or Acquired Fund Shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury Regulations following the Closing for all of the Acquired Fund Shareholders’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds as a result of the transfer of assets that is the subject of this Agreement, certified by its transfer agent or its President or its Vice President to the best of his or her knowledge and belief; and (d) All FASB ASC 000-00-00 (formerly, FIN 48) work papers and supporting statements pertaining to each Acquired Fund. (e) A management representation letter directed to, and in the form and manner acceptable to, the Aristotle Trust and its auditor, Xxxx, Xxxxxx & Xxxxx LLP (“Auditor”), covering the period from the end of the Acquired Funds most recent fiscal year end through the Closing Date, for the purposes of permitting the Aristotle Trust to issue its own management representation letter to the Auditor, in connection with the audit of the Acquiring Funds financial statements. (f) A letter from internal and external counsel directed to, and in the form and manner acceptable to, the Aristotle Trust and Auditor, that confirms (i) such party AWS shall perform in all material respects its obligations under its roaming agreement with the Cordova Partnership and mainxxxx xx accordance with past practices its roaming relationship with the Cordova Partnership, except xx xxxxrwise required by Law, provided that the Cordova Partnership has no knowledge of any litigation, claim, or assessment against an Acquired Fund from compxxxx xx all material respects with its obligations under the date of the Acquired Funds most recent fiscal year end through the Closing Date, that constitutes a loss contingency (as defined by ASC 450 Contingencies) that is required to be disclosed or recorded in the Acquired Funds financial statementsroaming agreement; and, (ii) there has been no knowledge AWS Alaska shall perform in all material respects its obligations under the Partnership Agreement, including the payment of or advice given (x) all capital calls made prior to the Acquired Funds related Option Expiration Date, and (y) all capital calls made thereafter but prior to the existence of any unasserted claim that is material to the presentation of such fund’s financial statements and which, in such counsel’s opinion, is probable or reasonably possible of assertion and should be so recorded or disclosed in accordance Closing Date consistent with ASC 450. 5.7. As promptly as practicable, but in any case within sixty days after the Closing Date, each Acquired Fund shall furnish the Corresponding Acquiring Fund, in such form as is reasonably satisfactory to the Corresponding Acquiring Fund, a statement past practice of the earnings and profits of the Acquired Fund for federal income tax purposes that will (subject to any applicable provisions and limitations of the Code and Treasury Regulations) be carried over by the Corresponding Acquiring Fund as a result of Section 381 of the Code, and which will be certified by the Pacific Funds Trust’sCordova Partnership; *

Covenants of the Parties. 5.1. The Pacific Each of the Acquired Funds Trust covenants that each Acquired and the Acquiring Fund will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that that, with respect to an Acquired Fund, such ordinary course of business will include purchases and sales of portfolio securities, sales and redemptions of quarterly repurchase offers with respect to fund shares, and regular and customary periodic dividends and distributions. The Aristotle Trust covenants that each , and with respect to the Acquiring Fund will not carry on any business activities between the date hereof and the Closing Date (other than Fund, it shall be limited to such activities actions as are customary to the organization of a new registered investment company series of the Acquiring Trust prior to its commencement of investment operations, including holding including, in the case of Acquiring Fund, entering into and redeeming the initial investment of the initial shareholder of the Acquiring Fund prior to borrowing under a credit facility on the Closing Date)Date as described in Section 1.1(c) hereof. 5.2. The Pacific Funds Trust will either call a meeting of shareholders for each Acquired Fund to be held prior to the Closing Date to consider and act upon this Agreement and the transactions contemplated herein, including the liquidation of each Acquired Fund, or solicit the written consent of the shareholders with respect to such transactions and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with each Acquired Fund shareholders’ meeting or written consent, as the case may be, referred to in Section 5.2, the Aristotle Trust will prepare the Registration Statement and Prospectus/Proxy Statement for such meeting, which the Aristotle Trust will file for registration, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act, provided, however, that neither the Aristotle Trust nor the applicable Acquiring Fund shall be responsible for the accuracy or completeness of information relating to the Pacific Funds Trust or any Acquired Fund that was furnished by the Pacific Funds Trust or such Acquired Fund for use therein. 5.4. Each of the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Funds will cooperate with the others, and each will furnish to the others the information relating to itself required by the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Pacific Funds Trust and the Acquired Funds will assist the Acquiring Funds in obtaining such information as the Acquiring Funds reasonably request concerning the beneficial ownership of Acquired Fund shares. 5.5. Subject to the provisions of this Agreement, the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Funds will each take, or cause to be taken, all actions, and do or cause to be done, all things, reasonably necessary, proper or advisable to cause the conditions to the other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.6. The Pacific Funds Trust will at the Closing Date provide the Aristotle Trust with: (a) A statement of the respective adjusted tax basis of all Assets to be transferred by each Acquired Fund to the Corresponding Acquiring Fund; (b) A copy of any other Tax books and records of each Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Sections 1.6045A-1 and 1.6045B-1(a) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the Closing; (c) A copy (which may be in electronic form) of the shareholder ledger accounts of each Acquired Fund, including, without limitation, (i) the name, address and taxpayer identification number of each Acquired Fund Shareholder, (ii) the number of shares of beneficial interest held by each Acquired Fund Shareholder, (iii) the dividend reinvestment elections applicable to each Acquired Fund Shareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., Internal Revenue Service (“IRS”) Form W-8BEN, W-8ECI, W-8IMY), notices or records on file with the Acquired Fund with respect to each Acquired Fund Shareholder, and (v) such information as the Aristotle Trust may reasonably request concerning Acquired Fund shares or Acquired Fund Shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury Regulations following the Closing for all of the Acquired Fund Shareholders’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds as a result of the transfer of assets that is the subject of this Agreement, certified by its transfer agent or its President or its Vice President to the best of his or her knowledge and belief; and (d) All FASB ASC 000-00-00 (formerly, FIN 48) work papers and supporting statements pertaining to each Acquired Fund. (e) A management representation letter directed to, and in the form and manner acceptable to, the Aristotle Trust and its auditor, Xxxx, Xxxxxx & Xxxxx LLP (“Auditor”), covering the period from the end of the Acquired Funds most recent fiscal year end through the Closing Date, for the purposes of permitting the Aristotle Trust to issue its own management representation letter to the Auditor, in connection with the audit of the Acquiring Funds financial statements. (f) A letter from internal and external counsel directed to, and in the form and manner acceptable to, the Aristotle Trust and Auditor, that confirms (i) such party has no knowledge of any litigation, claim, or assessment against an Acquired Fund from the date of the Acquired Funds most recent fiscal year end through the Closing Date, that constitutes a loss contingency (as defined by ASC 450 Contingencies) that is required to be disclosed or recorded in the Acquired Funds financial statements; and, (ii) there has been no knowledge of or advice given to the Acquired Funds related to the existence of any unasserted claim that is material to the presentation of such fund’s financial statements and which, in such counsel’s opinion, is probable or reasonably possible of assertion and should be so recorded or disclosed in accordance with ASC 450. 5.7. As promptly as practicable, but in any case within sixty days after the Closing Date, each Acquired Fund shall furnish the Corresponding Acquiring Fund, in such form as is reasonably satisfactory to the Corresponding Acquiring Fund, a statement of the earnings and profits and capital loss carryovers of the such Acquired Fund for federal income tax purposes that will (subject to any applicable provisions and limitations of the Code and Treasury Regulations) be carried over by the Corresponding Acquiring Fund as a result of Section 381 of the Code, and which will be reviewed by PricewaterhouseCoopers LLP and certified by the Pacific Funds Acquiring Trust’s’s President and Treasurer. 5.3. The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or blue sky laws as it may deem appropriate in order to continue its operations after the Closing Date. 5.4. Each Acquired Fund agrees that the liquidation of such Acquired Fund will be effected in the manner provided in the Acquired Fund’s Declaration of Trust and Bylaws in accordance with applicable law, and that on and after the Closing Date, the Acquired Fund shall not conduct any business except in connection with its liquidation.

Covenants of the Parties. 5.1. The Pacific Funds Trust covenants that each Acquired Fund will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include purchases and sales of portfolio securities, sales and redemptions of fund shares, and regular and customary periodic dividends and distributions. The Aristotle Trust covenants that each Acquiring Fund will not carry on any business activities between the date hereof and the Closing Date (other than such activities as are customary to the organization of a new registered investment company prior to its commencement of operations, including holding and redeeming the initial investment of the initial shareholder of the Acquiring Fund prior to the Closing Date). 5.2. The Pacific Funds Trust will either call a meeting of shareholders for each Acquired Fund to be held prior to the Closing Date to consider and act upon this Agreement and the transactions contemplated herein, including the liquidation of each Acquired Fund, or solicit the written consent of the shareholders with respect to such transactions and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with each Acquired Fund shareholders’ meeting or written consent, as the case may be, referred to in Section 5.2, the Aristotle Trust will prepare the Registration Statement and Prospectus/Proxy Statement for such meeting, which the Aristotle Trust will file for registration, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act, provided, however, that neither the Aristotle Trust nor the applicable Acquiring Fund shall be responsible for the accuracy or completeness of information relating to the Pacific Funds Trust or any Acquired Fund that was furnished by the Pacific Funds Trust or such Acquired Fund for use therein. 5.4. Each of the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Funds will cooperate with the others, and each will furnish to the others the information relating to itself required by the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statement. Without limiting the foregoing, the Pacific Funds Trust and the Acquired Funds will assist the Acquiring Funds in obtaining such information as the Acquiring Funds reasonably request concerning the beneficial ownership of Acquired Fund shares. . Project Banyan Form of Agreement and Plan of Reorganization 11 5.5. Subject to the provisions of this Agreement, the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Funds will each take, or cause to be taken, all actions, and do or cause to be done, all things, reasonably necessary, proper or advisable to cause the conditions to the other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.6. The Pacific Funds Trust will at the Closing Date provide the Aristotle Trust with: (a) A statement of the respective adjusted tax basis of all Assets to be transferred by each Acquired Fund to the Corresponding Acquiring Fund; (b) A copy of any other Tax books and records of each Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Sections 1.6045A-1 and 1.6045B-1(a) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the Closing; (c) A copy (which may be in electronic form) of the shareholder ledger accounts of each Acquired Fund, including, without limitation, (i) the name, address and taxpayer identification number of each Acquired Fund Shareholder, (ii) the number of shares of beneficial interest held by each Acquired Fund Shareholder, (iii) the dividend reinvestment elections applicable to each Acquired Fund Shareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., Internal Revenue Service (“IRS”) Form W-8BEN, W-8ECI, W-8IMY), notices or records on file with the Acquired Fund with respect to each Acquired Fund Shareholder, and (v) such information as the Aristotle Trust may reasonably request concerning Acquired Fund shares or Acquired Fund Shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury Regulations regulations following the Closing for all of the Acquired Fund Shareholders’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds as a result of the transfer of assets that is the subject of this Agreement, certified by its transfer agent or its President or its Vice President to the best of his or her knowledge and belief; and (d) All FASB ASC 000-00-00 (formerly, FIN 48) work papers and supporting statements pertaining to each Acquired Fund. (e) A management representation letter directed to, and in the form and manner acceptable to, the Aristotle Trust and its auditor, Xxxx, Xxxxxx & Xxxxx LLP (“Auditor”), covering the period from the end of the Acquired Funds most recent fiscal year end through the Closing Date, for the purposes of permitting the Aristotle Trust to issue its own management representation letter to the Auditor, in connection with the audit of the Acquiring Funds financial statements.. Project Banyan Form of Agreement and Plan of Reorganization 12 (f) A letter from internal and external counsel directed to, and in the form and manner acceptable to, the Aristotle Trust and Auditor, that confirms (i) such party has no knowledge of any litigation, claim, or assessment against an Acquired Fund from the date of the Acquired Funds most recent fiscal year end through the Closing Date, that constitutes a loss contingency (as defined by ASC 450 Contingencies) that is required to be disclosed or recorded in the Acquired Funds financial statements; and, (ii) there has been no knowledge of or advice given to the Acquired Funds related to the existence of any unasserted claim that is material to the presentation of such fund’s financial statements and which, in such counsel’s opinion, is probable or reasonably possible of assertion and should be so recorded or disclosed in accordance with ASC 450. 5.7. As promptly as practicable, but in any case within sixty days after the Closing Date, each Acquired Fund shall furnish the Corresponding Acquiring Fund, in such form as is reasonably satisfactory to the Corresponding Acquiring Fund, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes that will (subject to any applicable provisions and limitations of the Code and Treasury Regulations) be carried over by the Corresponding Acquiring Fund as a result of Section 381 of the Code, and which will be certified by the Pacific Funds Trust’s

Covenants of the Parties. 5.1. The Pacific Funds Trust covenants 5.1 Each of the parties agrees that each Acquired Fund at all times it will operate its business in cooperate fully with the ordinary course between other parties to endeavor to bring to full fruition the date hereof and the Closing Date, it being understood that such ordinary course objectives of business will include purchases and sales of portfolio securities, sales and redemptions of fund sharesthis Forbearance Agreement, and regular and customary periodic dividends and distributions. The Aristotle Trust covenants that each Acquiring Fund will not carry on any business activities between the date hereof and the Closing Date (other than such activities as are customary to the organization of a new registered investment company prior to its commencement of operations, including holding and redeeming the initial investment of the initial shareholder of the Acquiring Fund prior to the Closing Date). 5.2. The Pacific Funds Trust will either call a meeting of shareholders for each Acquired Fund to be held prior to the Closing Date to consider and act upon this Agreement and at all times regarding the transactions contemplated hereinby this Forbearance Agreement act in good faith and take such actions as may be necessary or appropriate to effect fully the provisions of this Forbearance Agreement, including the liquidation of each Acquired Fundexcept that no party shall be required hereby to take any unlawful act, or solicit the written consent of the shareholders with respect to such transactions and take all other reasonable action necessary act contrary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with each Acquired Fund shareholders’ meeting public policy or written consent, as the case may be, referred to in Section 5.2, the Aristotle Trust will prepare the Registration Statement and Prospectus/Proxy Statement for such meeting, which the Aristotle Trust will file for registration, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act and the 1940 Act, provided, however, that neither the Aristotle Trust nor the applicable Acquiring Fund shall be responsible for the accuracy party's established institutional policies or completeness of information relating to the Pacific Funds Trust or any Acquired Fund that was furnished by the Pacific Funds Trust or such Acquired Fund for use therein. 5.4. Each of the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Funds will cooperate with the others, and each will furnish to the others the information relating to itself required by the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder to be set forth in the Registration Statement, including the Prospectus/Proxy Statementguidelines. Without limiting the generality of the foregoing, each of the Pacific Funds Trust parties agrees to use all reasonable commercial efforts to cause their appropriate respective affiliates in turn to cause DNN to adopt any and the Acquired Funds will assist the Acquiring Funds in obtaining such information as the Acquiring Funds reasonably request concerning the beneficial ownership of Acquired Fund sharesall appropriate resolutions. 5.5. Subject 5.2 During the period extending from the date on which the NSC interests in the DNN facility are acquired through the close of business on December 31, 2002, neither NAC nor Dofasco will allow their respective nominees to the provisions board of this Agreementdirectors of DNN to increase the amount of capital expenditures not already budgeted by the DNN board of directors or in the annual budget for the DNN facility which would be expensed during such period without the prior written consent of NSC, the Pacific Funds Trust, the Acquired Funds, the Aristotle Trust and the Acquiring Funds will each take, or cause to which consent shall not be taken, all actions, and do or cause to be done, all things, reasonably necessary, proper or advisable to cause the conditions to the other parties’ obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactionsunreasonably withheld. 5.6. The Pacific Funds Trust will at the Closing Date provide the Aristotle Trust with: (a) A statement 5.3 NSC shall pay against receipt of appropriate documentation therefor 50% of the respective adjusted tax basis fees and costs of all Assets an outside contractor reasonably acceptable to be transferred NSC retained by each Acquired Fund to the Corresponding Acquiring Fund; (b) A copy of any other Tax books and records of each Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements or related documents (including but not limited to any income, excise or information returnsDNN, as well as any transfer statements processor for the Facilities (as described in Sections 1.6045A-1 and 1.6045B-1(a) of the Treasury Regulations) required by law to be filed by each Corresponding Acquiring Fund after the Closing; (c) A copy (which may be in electronic form) of the shareholder ledger accounts of each Acquired Fund, including, without limitation, (i) the name, address and taxpayer identification number of each Acquired Fund Shareholder, (ii) the number of shares of beneficial interest held by each Acquired Fund Shareholder, (iii) the dividend reinvestment elections applicable to each Acquired Fund Shareholder, (iv) the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., Internal Revenue Service (“IRS”) Form W-8BEN, W-8ECI, W-8IMY), notices or records on file with the Acquired Fund with respect to each Acquired Fund Shareholder, and (v) such information as the Aristotle Trust may reasonably request concerning Acquired Fund shares or Acquired Fund Shareholders in connection with Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury Regulations following the Closing for all of the Acquired Fund Shareholders’ shares as of 4:00 p.m. (Eastern Time) on the Valuation Date, who are to become holders of the Acquiring Funds as a result of the transfer of assets that is the subject of this Agreement, certified by its transfer agent or its President or its Vice President to the best of his or her knowledge and belief; and (d) All FASB ASC 000-00-00 (formerly, FIN 48) work papers and supporting statements pertaining to each Acquired Fund. (e) A management representation letter directed to, and defined in the form and manner acceptable to, the Aristotle Trust and its auditor, Xxxx, Xxxxxx & Xxxxx LLP (“Auditor”TPA), covering the period from the end of the Acquired Funds most recent fiscal year end through the Closing Date, for the purposes sole purpose of permitting the Aristotle Trust enabling DNN to issue perform its own management representation letter obligations to the Auditor, NSC set forth in connection with the audit of the Acquiring Funds financial statements. (f) A letter from internal and external counsel directed to, and in the form and manner acceptable to, the Aristotle Trust and Auditor, that confirms (i) such party has no knowledge of any litigation, claim, or assessment against an Acquired Fund from a Line Access Agreement dated the date of the Acquired Funds most recent fiscal year end through the Closing Datethis Forbearance Agreement among DNN, that constitutes a loss contingency (as defined NSC, NAC and Dofasco within 30 days of being invoiced for such fees and costs by ASC 450 Contingencies) that is required to be disclosed or recorded in the Acquired Funds financial statements; and, (ii) there has been no knowledge of or advice given to the Acquired Funds related to the existence of any unasserted claim that is material to the presentation DNN. The balance of such fund’s financial statements fees and which, in such counsel’s opinion, is probable or reasonably possible of assertion costs shall be payable by NAC and should the maximum aggregate amount payable by NSC under this section 5.3 shall be so recorded or disclosed in accordance with ASC 450CN$50,000. 5.7. As promptly as practicable, but in any case within sixty days after the Closing Date, each Acquired Fund shall furnish the Corresponding Acquiring Fund, in such form as is reasonably satisfactory to the Corresponding Acquiring Fund, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes that will (subject to any applicable provisions and limitations of the Code and Treasury Regulations) be carried over by the Corresponding Acquiring Fund as a result of Section 381 of the Code, and which will be certified by the Pacific Funds Trust’s