Common use of FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARTIES Clause in Contracts

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARTIES. With respect to each Reorganization, the respective obligations of the Aristotle Trust and an Acquiring Fund and the Pacific Funds Trust and the Corresponding Acquired Fund hereunder are subject to the further conditions that on or before the Closing Date: 8.1. This Agreement shall have been approved by the shareholders of the Corresponding Acquired Fund in the manner required by the Pacific Funds Trust’s Declaration of Trust and bylaws, and by applicable law, and the parties shall have received reasonable evidence of such approval; provided, however, that each Reorganization shall be mutually exclusive as to any other Reorganization contemplated by this Agreement, such that the failure of any Acquired Fund to obtain shareholder approval or consent of this Agreement shall not have any impact on the Reorganization of any other Acquired Fund into the Corresponding Acquiring Fund. 8.2. The conditions for the closing of the transaction between PLFA and Xxxxxxxxx pursuant to the Transaction Agreement among Pacific Global Asset Management LLC, PLFA, Pacific Asset Management LLC, Pacific Life Insurance Company and Aristotle, dated as of October 24, 2022, shall have been satisfied or waived by the applicable party such that such transaction shall be consummated simultaneously with the Reorganization pursuant to this Agreement. 8.3. On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act, and no action, suit or other proceeding instituted by anyone other than the Pacific Funds Trust, the Aristotle Trust, PLFA or its affiliates or Aristotle or its affiliates shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein. 8.4. All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by the Pacific Funds Trust or the Aristotle Trust to permit consummation of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Corresponding Acquired Fund. 8.5. The Registration Statement shall have become effective under the 1933 Act and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act. 8.6. The post-effective amendment, if any, to the registration statement of the Aristotle Trust on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARTIES. With respect to each Reorganization, the The respective obligations of the Aristotle Trust and an Acquiring Fund and the Pacific Funds Trust and the Corresponding Acquired Fund hereunder are subject to the further conditions that on or before the Closing Date: 8.1. This Agreement shall have been approved by the shareholders of the Corresponding Acquired Fund in the manner required by the Pacific Funds Trust’s Declaration declaration of Trust trust, code of regulations and bylaws, and by applicable law, and the parties shall have received reasonable evidence of such approval; provided, however, that each Reorganization shall be mutually exclusive as to any other Reorganization contemplated by this Agreement, such that the failure of any Acquired Fund to obtain shareholder approval or consent of this Agreement shall not have any impact on the Reorganization of any other Acquired Fund into the Corresponding Acquiring Fund. 8.2. The conditions for the closing of the transaction between PLFA the Acquiring Company and Xxxxxxxxx HCM pursuant to the Transaction Cooperation Agreement among Pacific Global Asset Management LLC, PLFA, Pacific Asset Management LLC, Pacific Life Insurance Company between HCM and Aristotle, the Acquiring Adviser dated as of October 24April 2, 20222013 (the “Cooperation Agreement”), shall have been satisfied or waived by the applicable party such that such transaction shall be consummated simultaneously with the Reorganization pursuant to this Agreementreorganization of the Acquired Fund into the Acquiring Fund. 8.3. On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act, and no action, suit or other proceeding instituted by anyone other than the Pacific Funds Trust, the Aristotle TrustAcquiring Company, PLFA HCM or its affiliates or Aristotle the Acquiring Adviser or its affiliates shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein. 8.4. All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by the Pacific Funds Trust Acquired Fund or the Aristotle Trust Acquiring Fund to permit consummation consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Corresponding Acquired Fund. 8.5. The Registration Statement shall have become effective under the 1933 Act and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act0000 Xxx. 8.6. The post-effective amendmentamendment filed on March 4, if any2013, to the registration statement of the Aristotle Trust Acquiring Company on Form N-1A relating to shares of the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued. 8.7. The Acquired Fund and the Acquiring Fund shall have received an opinion of Xxxx Xxxxxxxx LLP, dated on the Closing Date (which opinion will be subject to certain qualifications) satisfactory to both parties substantially to the effect that, on the basis of the existing provisions of the Code, Treasury regulations promulgated thereunder, current administrative rules, and court decisions, as further described below, generally for federal income tax purposes: (a) The Reorganization as described in Section 1 hereof will constitute a reorganization within the meaning of Section 368(a) of the Code, and the Acquired Fund and the Acquiring Fund each will be “a party to a reorganization” within the meaning of Section 368(b) of the Code. (b) Under Sections 361 and 357(a) of the Code, the Acquired Fund will not recognize gain or loss upon the transfer of its assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of all liabilities of the Acquired Fund, or upon the distribution of the Acquiring Fund Shares by the Acquired Fund to its shareholders in liquidation, except for (A) any gain or loss that may be recognized on “section 1256 contracts” as defined in Section 1256(b) of the Code as a result of the closing of the tax year of the Acquired Fund, (B) any gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized (1) as a result of the closing of the tax year of the Acquired Fund, (2) upon the termination of a position, or (3) upon the transfer of an asset regardless of whether such a transfer would otherwise be a nontaxable transaction. (c) Under Section 1032 of the Code, the Acquiring Fund will not recognize gain or loss upon the receipt of the assets of the Acquired Fund in exchange for the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund and issuance of the Acquiring Fund Shares as contemplated in Section 1 hereof. (d) Under Section 362(b) of the Code, the Acquiring Fund’s tax basis in the assets of the Acquired Fund transferred to the Acquiring Fund in the Reorganization will be the same as Acquired Fund’s tax basis immediately prior to the transfer, increased by any gain or decreased by any loss required to be recognized as described in (b) above. (e) Under Section 1223(2) of the Code, Acquiring Fund’s holding period of each asset of the Acquired Fund transferred to the Acquiring Fund in the Reorganization, other than any asset with respect to which gain or loss is required to be recognized as described in (b) above, will include the period during which such asset was held or treated for federal income tax purposes as held by the Acquired Fund. (f) Under Section 354 of the Code, Acquired Fund shareholders will not recognize gain or loss upon the exchange of their Acquired Fund shares for Acquiring Fund Shares. (g) Under Section 358 of the Code, the aggregate tax basis of the Acquiring Fund Shares an Acquired Fund shareholder receives in the Reorganization will be the same as the aggregate tax basis of the Acquired Fund shares exchanged therefor. (h) Under Section 1223(1) of the Code, an Acquired Fund shareholder’s holding period for the Acquiring Fund Shares received in the Reorganization will include the shareholder’s holding period for the Acquired Fund shares exchanged therefor, provided that the shareholder held those Acquired Fund shares as capital assets on the date of the exchange. (i) The Acquiring Fund will succeed to and take into account the items of the Acquired Fund described in Section 381(c) of the Code subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder. The opinion will be based on certain factual certifications made by officers of the Trust and the Acquiring Company and will also be based on customary assumptions. The opinion is not a guarantee that the tax consequences of the Reorganization will be as described above. The opinion will note and distinguish certain published precedent. There is no assurance that the Internal Revenue Service or a court would agree with the opinion. 8.8. At any time prior to the Closing, any of the foregoing conditions of this Section 8 (except for Section 8.1) may be jointly waived by the board of trustees of the Trust and the board of trustees of the Acquiring Company, if, in the judgment of the board of trustees of the Trust, such waiver will not have a material adverse effect on the interests of the shareholders of the Acquired Fund, and, in the judgment of the board of trustees of the Acquiring Company, such waiver will not have a material adverse effect on the interests of the shareholders of the Acquiring Fund.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARTIES. With respect to each Reorganization, the The respective obligations of the Aristotle Trust and an Acquiring Fund and Trust, the Pacific Funds Acquiring Fund, the Acquired Trust and the Corresponding Acquired Fund hereunder are subject to the further conditions that on or before the Closing Date: 8.1. This Agreement shall have been approved by the shareholders a majority of the Corresponding outstanding shares of the Acquired Fund in the manner required by the Pacific Funds Acquired Trust’s 's Declaration of Trust and bylawsTrust, Bylaws, each as amended, and by applicable law, and the parties shall have received reasonable evidence of each such approval; provided, however, that each Reorganization shall be mutually exclusive as to any other Reorganization contemplated by this Agreement, such that the failure of any Acquired Fund to obtain shareholder approval or consent of this Agreement shall not have any impact on the Reorganization of any other Acquired Fund into the Corresponding Acquiring Fund. 8.2. The conditions for the closing of the transaction between PLFA and Xxxxxxxxx pursuant to the Transaction Agreement among Pacific Global Asset Management LLC, PLFA, Pacific Asset Management LLC, Pacific Life Insurance Company and Aristotle, dated as of October 24, 2022, shall have been satisfied or waived by the applicable party such that such transaction shall be consummated simultaneously with the Reorganization pursuant to this Agreement. 8.3. On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act, Act and no action, suit or other proceeding instituted by anyone other than the Pacific Funds Trust, the Aristotle Trust, PLFA or its affiliates or Aristotle or its affiliates shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein. 8.48.3. All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky blue sky and securities authorities) deemed necessary by the Pacific Funds Acquired Trust, the Acquired Fund, the Acquiring Trust or the Aristotle Trust Acquiring Fund to permit consummation consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Corresponding Acquired Fund. 8.58.4. The Registration Statement shall have become effective under the 1933 Act and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act1000 Xxx. 8.68.5. The post-effective amendment, if any, amendment to the registration statement of the Aristotle Acquiring Trust on Form N-1A relating to shares of the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARTIES. With respect to each Reorganization, the The respective obligations of HighMark, the Aristotle Trust and an Acquiring Fund Fund, Bailard and the Pacific Funds Trust and the Corresponding Acquired Fund hereunder are subject to the further conditions that on or before the Closing Date: 8.1. This Agreement shall have been approved by the shareholders a majority of the Corresponding outstanding shares of the Acquired Fund, the agreement and plan of reorganization dated as of [ ], relating to the reorganization of the [ ] Fund into the [ ] Fund, shall have been approved by a majority of the outstanding shares of the [ ] Fund and the agreement and plan of reorganization dated as of [ ], relating to the reorganization of the [ ] Fund into the [ ] Fund, shall have been approved by a majority of the outstanding shares of the [ ] Fund, in each case, in the manner required by the Pacific Funds Trust’s Declaration Bailard's Articles of Trust Incorporation, Bylaws and bylaws, and by applicable law, and the parties shall have received reasonable evidence of each such approval; provided, however, that each Reorganization shall be mutually exclusive as to any other Reorganization contemplated by this Agreement, such that the failure of any Acquired Fund to obtain shareholder approval or consent of this Agreement shall not have any impact on the Reorganization of any other Acquired Fund into the Corresponding Acquiring Fund. 8.2. The conditions for the closing of the transaction between PLFA and Xxxxxxxxx pursuant to the Transaction Agreement among Pacific Global Asset Management LLC, PLFA, Pacific Asset Management LLC, Pacific Life Insurance Company and Aristotle, dated as of October 24, 2022, shall have been satisfied or waived by the applicable party such that such transaction shall be consummated simultaneously with the Reorganization pursuant to this Agreement. 8.3. On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act, Act and no action, suit or other proceeding instituted by anyone other than the Pacific Funds Trust, the Aristotle Trust, PLFA or its affiliates or Aristotle or its affiliates shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein. 8.48.3. All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by Bailard, the Pacific Funds Trust Acquired Fund, HighMark or the Aristotle Trust Acquiring Fund to permit consummation consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Corresponding Acquired Fund. 8.58.4. The Registration Statement shall have become effective under the 1933 the1933 Act and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the1933 Act. 8.5. The Acquired Fund and the 1933 ActAcquiring Fund shall have received a favorable opinion of Ropes & Xxxx LLP dated on the Closing Date (which opinion will be subject to certain qualifications)satisfactory to both parties substantially to the effect that, on the basis of the existing provisions of the Code, Treasury regulations promulgated thereunder, current administrative rules, and court decisions, generally for federal income tax purposes: (a) The acquisition by the Acquiring Fund of the assets of the Acquired Fund in exchange for the Acquiring Fund's assumption of the identified liabilities of the Acquired Fund and issuance of the Acquiring Fund Shares, followed by the distribution by the Acquired Fund of such Acquiring Fund Shares to the stockholders of the Acquired Fund in exchange for their shares of the Acquired Fund, all as provided in Section 1 hereof, will constitute a reorganization within the meaning of Section 368(a) of the Code, and the Acquired Fund and the Acquiring Fund will each be "a party to a reorganization" within the meaning of Section 368(b) of the Code. (b) No gain or loss will be recognized by the Acquired Fund (i) upon the transfer of its assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the identified liabilities of the Acquired Fund or (ii) upon the distribution of the Acquiring Fund Shares by the Acquired Fund to its stockholders in liquidation, as contemplated in Section 1 hereof. (c) No gain or loss will be recognized by the Acquiring Fund upon the receipt of the assets of the Acquired Fund in exchange for the assumption of the identified liabilities of the Acquired Fund and issuance of the Acquiring Fund Shares as contemplated in Section 1 hereof. (d) The tax basis of the assets of the Acquired Fund acquired by the Acquiring Fund will be the same as the tax basis of such assets in the hands of the Acquired Fund immediately prior to the transfer. (e) The holding periods of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the periods during which such assets were held by the Acquired Fund. (f) No gain or loss will be recognized by Acquired Fund stockholders upon the exchange of all of their Acquired Fund Shares for the Acquiring Fund Shares. (g) The aggregate tax basis of the Acquiring Fund Shares to be received by each stockholder of the Acquired Fund will be the same as the aggregate tax basis of Acquired Fund Shares exchanged there for. (h) An Acquired Fund stockholder's holding period for the Acquiring Fund Shares to be received will include the period during which Acquired Fund Shares exchanged there for were held, provided that the shareholder held Acquired Fund Shares as a capital asset on the date of the exchange. (i) The Acquiring Fund will succeed to and take into account the items of the Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder. The opinion will be based on certain factual certifications made by officers of Bailard and HighMark and will also be based on customary assumptions. The opinion is not a guarantee that the tax consequences of the Reorganization will be as described above. The opinion will note and distinguish certain published precedent. There is no assurance that the Internal Revenue Service or a court would agree with the opinion. 8.6. The post-effective amendment, if any, At any time prior to the registration statement Closing, any of the Aristotle Trust foregoing conditions of this Section 8 may be jointly waived by the Board of Directors ofBailard and the Board of Trustees of HighMark, if, in the judgment of the Board of Directors of Bailard, such waiver will not have a material adverse effect on Form N-1A relating to the interests of the stockholders of the Acquired Fund and, if, in the judgment of the Board of Trustees of HighMark, such waiver will not have a material adverse effect on the interests of the shareholders of the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issuedFund.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARTIES. With respect to each Reorganization, the The respective obligations of the Aristotle Trust and an Acquiring each Acquired Fund and the Pacific Funds Trust and the Corresponding Acquired its corresponding Acquiring Fund hereunder are subject to the further conditions that on or before the Closing Date: 8.1. This Agreement shall have been approved by the shareholders vote of a majority of the Corresponding outstanding shares of both Acquired Fund Funds in the manner required by the Pacific Funds TrustCapital’s Declaration of Trust Trust, Bylaws, the 1940 Act and bylaws, and by other applicable law, and the parties shall have received reasonable evidence of such each approval; provided, however, that each Reorganization shall be mutually exclusive as to any other Reorganization contemplated by this Agreement, such that the failure of any Acquired Fund to obtain shareholder approval or consent of this Agreement shall not have any impact on the Reorganization of any other Acquired Fund into the Corresponding Acquiring Fund. 8.2. The conditions for the closing of the transaction between PLFA and Xxxxxxxxx pursuant to the Transaction Agreement among Pacific Global Asset Management LLC, PLFA, Pacific Asset Management LLC, Pacific Life Insurance Company and Aristotle, dated as of October 24, 2022, shall have been satisfied or waived by the applicable party such that such transaction shall be consummated simultaneously with the Reorganization pursuant to this Agreement. 8.3. On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act, Act and no action, suit or other proceeding instituted by anyone other than the Pacific Funds Trust, the Aristotle Trust, PLFA or its affiliates or Aristotle or its affiliates shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein. 8.48.3. All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky blue sky and securities authorities) deemed necessary by the Pacific Funds Trust Capital or the Aristotle Trust FundVantage to permit consummation consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the either Acquiring Fund or the Corresponding either Acquired Fund. 8.58.4. The Registration Statement shall have become effective under the 1933 Act and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act0000 Xxx. 8.68.5. The post-effective amendment, if any, amendment to the registration statement of the Aristotle Trust FundVantage on Form N-1A relating to shares of the Acquiring Fund Shares Funds shall have become effective and no stop order suspending the effectiveness thereof shall have been issued. 8.6. Each Acquired Fund shall have declared a dividend or dividends which, together with all previous such dividends shall have the effect of distributing to such Acquired Fund’s shareholders all of such Acquired Fund’s investment company taxable income for all taxable periods ending on the Closing Date (computed without regard to any deduction for dividends paid) and all of the net capital gains realized in all taxable periods ending on the Closing Date (after reduction for any capital loss carryforward). 8.7. Each Acquired Fund and the corresponding Acquiring Fund shall have received a favorable opinion of Xxxxxx Xxxxxxxx LLP dated on the Closing Date (which opinion shall be subject to certain qualifications) satisfactory to both parties substantially to the effect that, on the basis of the existing provisions of the Code, Treasury regulations promulgated thereunder, current administrative rules, and court decisions, for federal income tax purposes: (a) The acquisition by the Acquiring Fund of the assets of the Acquired Fund in exchange for the Acquiring Fund’s assumption of the identified liabilities of the Acquired Fund and issuance of the Acquiring Fund Shares, followed by the distribution by the Acquired Fund of such Acquiring Fund Shares to the shareholders of the Acquired Fund in exchange for their shares of the Acquired Fund, all as provided in Section 1 hereof, will constitute a reorganization within the meaning of Section 368(a) of the Code, and the Acquired Fund and the Acquiring Fund each will be “a party to a reorganization” within the meaning of Section 368(b) of the Code. (b) Under Code Section 361, no gain or loss will be recognized by the Acquired Fund (i) upon the transfer of its assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the identified liabilities of the Acquired Fund or (ii) upon the distribution of the Acquiring Fund Shares by the Acquired Fund to its shareholders in liquidation, as contemplated in Section 1 hereof. (c) Under Code Section 1032, no gain or loss will be recognized by the Acquiring Fund upon the receipt of the assets of the Acquired Fund in exchange for the assumption of the identified liabilities of the Acquired Fund and issuance of the Acquiring Fund Shares as contemplated in Section 1 hereof. (d) Under Code Section 362(b), the tax basis of the assets of the Acquired Fund acquired by the Acquiring Fund will be the same as the tax basis of such assets in the hands of the Acquired Fund immediately prior to the transfer. (e) Under Code Section 1223(2), the holding periods of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the periods during which such assets were held by the Acquired Fund. (f) Under Code Section 354, no gain or loss will be recognized by Acquired Fund shareholders upon the exchange of all of their Acquired Fund Shares for the Acquiring Fund Shares. (g) Under Code Section 358, the aggregate tax basis of the Acquiring Fund Shares to be received by each shareholder of the Acquired Fund will be the same as the aggregate tax basis of Acquired Fund Shares exchanged therefor. (h) Under Code Section 1223(1), an Acquired Fund shareholder’s holding period for the Acquiring Fund Shares to be received will include the period during which Acquired Fund Shares exchanged therefor were held, provided that the shareholder held the Acquired Fund Shares as a capital asset on the date of the exchange. (i) The Acquiring Fund will succeed to and take into account the items of the Acquired Fund described in Section 381(c) of the Code subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder. Xxxxxx Xxxxxxxx LLP will express no opinion as to (1) any federal income tax consequences of the Reorganization except as expressly set forth above, (2) any tax consequences of any other transaction except those consummated in accordance with this Agreement, (3) the tax consequences with respect to any asset as to which any unrealized gain or loss is required to be recognized for U.S. federal income tax purposes at the end of a taxable year (or on the termination thereof) under a xxxx-to-market system of accounting, if the Reorganization is treated as a Section 368(a)(1)(C) transaction, (4) the tax consequences with respect to any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code, if the Reorganization is treated as a Section 368(a)(1)(C) transaction, and (5) any foreign, state or local tax consequences of the Reorganization. The opinion will be based on certain factual certifications made by officers of Pacific Capital and FundVantage and shall also be based on customary assumptions. The opinion will note certain published precedent. The parties acknowledge that the opinion is not a guarantee that the tax consequences of the Reorganization will be as described above, and that there is no assurance that the Internal Revenue Service or a court would agree with the opinion. 8.8. At any time prior to the Closing, any of the foregoing conditions of this Section 8 (except for Section 8.1 and 8.7) may be jointly waived by the Board of Trustees of Pacific Capital and the Board of Trustees of FundVantage with respect to an Acquired Fund and the corresponding Acquiring Fund, if, in the judgment of the Board of Trustees of Pacific Capital, such waiver will not have a material adverse effect on the interests of the shareholders of the Acquired Fund and, if, in the judgment of the Board of Trustees of FundVantage, such waiver will not have a material adverse effect on the interests of the shareholders of the Acquiring Fund.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARTIES. With respect to each Reorganization, the The respective obligations of the Aristotle Trust and an Acquiring Fund Company and the Pacific Funds Trust and the Corresponding Acquired Fund hereunder are subject to the further conditions that on or before the Closing Date: 8.1. This Agreement shall have been approved by the shareholders of the Corresponding Acquired Fund in the manner required by the Pacific Funds Trust’s Declaration declaration of Trust trust, code of regulations and bylaws, and by applicable law, and the parties shall have received reasonable evidence of such approval; provided, however, that each Reorganization shall be mutually exclusive as to any other Reorganization contemplated by this Agreement, such that the failure of any Acquired Fund to obtain shareholder approval or consent of this Agreement shall not have any impact on the Reorganization of any other Acquired Fund into the Corresponding Acquiring Fund. 8.2. The conditions for the closing of the transaction between PLFA the Acquiring Company and Xxxxxxxxx HCM pursuant to the Transaction Cooperation Agreement among Pacific Global Asset Management LLC, PLFA, Pacific Asset Management LLC, Pacific Life Insurance Company between HCM and Aristotle, the Acquiring Adviser dated as of October 24April 2, 20222013 (the “Cooperation Agreement”), shall have been satisfied or waived by the applicable party such that such transaction shall be consummated simultaneously with the Reorganization pursuant to this Agreementreorganization of the Acquired Fund into the Acquiring Company. 8.3. On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act, and no action, suit or other proceeding instituted by anyone other than the Pacific Funds Trust, the Aristotle TrustAcquiring Company, PLFA HCM or its affiliates or Aristotle the Acquiring Adviser or its affiliates shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein. 8.4. All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by the Pacific Funds Trust Acquired Fund or the Aristotle Trust Acquiring Company to permit consummation consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund Company or the Corresponding Acquired Fund. 8.5. The Registration Statement shall have become effective under the 1933 Act and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act0000 Xxx. 8.6. The post-effective amendmentAcquired Fund and the Acquiring Company shall have received an opinion of Xxxx Xxxxxxxx LLP, if any, dated on the Closing Date (which opinion will be subject to certain qualifications) satisfactory to both parties substantially to the registration statement effect that, on the basis of the Aristotle Trust on Form N-1A relating existing provisions of the Code, Treasury regulations promulgated thereunder, current administrative rules, and court decisions, as further described below, generally for federal income tax purposes: (a) The Reorganization as described in Section 1 hereof will constitute a reorganization within the meaning of Section 368(a) of the Code, and the Acquired Fund and the Acquiring Company each will be “a party to a reorganization” within the meaning of Section 368(b) of the Code. (b) Under Sections 361 and 357(a) of the Code, the Acquired Fund will not recognize gain or loss upon the transfer of its assets to the Acquiring Company in exchange for the Acquiring Company Shares and the assumption by the Acquiring Company of all liabilities of the Acquired Fund, or upon the distribution of the Acquiring Company Shares by the Acquired Fund to its shareholders in liquidation, except for (A) any gain or loss that may be recognized on “section 1256 contracts” as defined in Section 1256(b) of the Code as a result of the closing of the tax year of the Acquired Fund, (B) any gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized (1) as a result of the closing of the tax year of the Acquired Fund, (2) upon the termination of a position, or (3) upon the transfer of an asset regardless of whether such a transfer would otherwise be a nontaxable transaction. (c) Under Section 1032 of the Code, the Acquiring Company will not recognize gain or loss upon the receipt of the assets of the Acquired Fund in exchange for the assumption by the Acquiring Company of all the liabilities of the Acquired Fund and issuance of the Acquiring Company Shares shall as contemplated in Section 1 hereof. (d) Under Section 362(b) of the Code, the Acquiring Company’s tax basis in the assets of the Acquired Fund transferred to the Acquiring Company in the Reorganization will be the same as Acquired Fund’s tax basis immediately prior to the transfer, increased by any gain or decreased by any loss required to be recognized as described in (b) above. (e) Under Section 1223(2) of the Code, Acquiring Company’s holding period of each asset of the Acquired Fund transferred to the Acquiring Company in the Reorganization, other than any asset with respect to which gain or loss is required to be recognized as described in (b) above, will include the period during which such asset was held or treated for federal income tax purposes as held by the Acquired Fund. (f) Under Section 354 of the Code, Acquired Fund shareholders will not recognize gain or loss upon the exchange of their Acquired Fund shares for Acquiring Company Shares. (g) Under Section 358 of the Code, the aggregate tax basis of the Acquiring Company Shares an Acquired Fund shareholder receives in the Reorganization will be the same as the aggregate tax basis of the Acquired Fund shares exchanged therefor. (h) Under Section 1223(1) of the Code, an Acquired Fund shareholder’s holding period for the Acquiring Company Shares received in the Reorganization will include the shareholder’s holding period for the Acquired Fund shares exchanged therefor, provided that the shareholder held those Acquired Fund shares as capital assets on the date of the exchange. (i) The Acquiring Company will succeed to and take into account the items of the Acquired Fund described in Section 381(c) of the Code subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder. The opinion will be based on certain factual certifications made by officers of the Trust and the Acquiring Company and will also be based on customary assumptions. The opinion is not a guarantee that the tax consequences of the Reorganization will be as described above. The opinion will note and distinguish certain published precedent. There is no assurance that the Internal Revenue Service or a court would agree with the opinion. 8.7. At any time prior to the Closing, any of the foregoing conditions of this Section 8 (except for Section 8.1) may be jointly waived by the board of trustees of the Trust and the board of directors of the Acquiring Company, if, in the judgment of the board of trustees of the Trust, such waiver will not have become effective and no stop order suspending a material adverse effect on the effectiveness thereof shall interests of the shareholders of the Acquired Fund, and, in the judgment of the board of directors of the Acquiring Company, such waiver will not have been issueda material adverse effect on the interests of the shareholders of the Acquiring Company.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARTIES. With respect to each Reorganization, the respective obligations of the Aristotle Funds Trust and an Acquiring Fund and the Pacific Funds Trust IMST and the Corresponding Acquired Fund hereunder are subject to the further conditions that on or before the Closing Date: 8.1. This Agreement shall have been approved by the shareholders of the Corresponding Acquired Fund in the manner required by the Pacific Funds TrustIMST’s Declaration of Trust and bylaws, and by applicable law, and the parties shall have received reasonable evidence of such approval; provided, however, that each Reorganization shall be mutually exclusive as to any other Reorganization contemplated by this Agreement, such that the failure of any Acquired Fund to obtain shareholder approval or consent of this Agreement shall not have any impact on the Reorganization of any other Acquired Fund into the Corresponding Acquiring Fund. 8.2. The conditions for the closing of the transaction between PLFA and Xxxxxxxxx pursuant to the Transaction Agreement among Pacific Global Asset Management LLC, PLFA, Pacific Asset Management LLC, Pacific Life Insurance Company and Aristotle, dated as of October 24, 2022, shall have been satisfied or waived by the applicable party such that such transaction shall be consummated simultaneously with the Reorganization pursuant to this Agreement. 8.3. On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act, and no action, suit or other proceeding instituted by anyone other than IMST, the Pacific Aristotle Funds Trust, the Aristotle Trust, PLFA or its affiliates or Aristotle AIS or its affiliates shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein. 8.48.3. All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by the Pacific Funds Trust IMST or the Aristotle Funds Trust to permit consummation of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Corresponding Acquired Fund. 8.58.4. The Registration Statement shall have become effective under the 1933 Act and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act. 8.68.5. The post-effective amendment, if any, to the registration statement of the Aristotle Xxxxxxxxx Funds Trust on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARTIES. With respect to each Reorganization, the The respective obligations of the Aristotle Trust and an Acquiring Fund and the Pacific Funds Trust and the Corresponding Acquired Fund hereunder are subject to the further conditions that on or before the Closing Date: 8.1. This Agreement shall have been approved by the shareholders of the Corresponding Acquired Fund in the manner required by the Pacific Funds Trust’s Declaration declaration of Trust trust, code of regulations and bylaws, and by applicable law, and the parties shall have received reasonable evidence of such approval; provided, however, that each Reorganization shall be mutually exclusive as to any other Reorganization contemplated by this Agreement, such that the failure of any Acquired Fund to obtain shareholder approval or consent of this Agreement shall not have any impact on the Reorganization of any other Acquired Fund into the Corresponding Acquiring Fund. 8.2. The conditions for the closing of the transaction between PLFA the Acquiring Company and Xxxxxxxxx HCM pursuant to the Transaction Cooperation Agreement among Pacific Global Asset Management LLC, PLFA, Pacific Asset Management LLC, Pacific Life Insurance Company between HCM and Aristotle, the Acquiring Adviser dated as of October 24April 2, 20222013 (the “Cooperation Agreement”), shall have been satisfied or waived by the applicable party such that such transaction shall be consummated simultaneously with the Reorganization pursuant to this Agreementreorganization of the Acquired Fund into the Acquiring Fund. 8.3. On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act, and no action, suit or other proceeding instituted by anyone other than the Pacific Funds Trust, the Aristotle TrustAcquiring Company, PLFA HCM or its affiliates or Aristotle the Acquiring Adviser or its affiliates shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein. 8.4. All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by the Pacific Funds Trust Acquired Fund or the Aristotle Trust Acquiring Fund to permit consummation consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Corresponding Acquired Fund. 8.5. The Registration Statement shall have become effective under the 1933 Act and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act. 8.6. The post-effective amendmentamendment filed on March 4, if any2013, to the registration statement of the Aristotle Trust Acquiring Company on Form N-1A relating to shares of the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued. 8.7. The Acquired Fund and the Acquiring Fund shall have received an opinion of Xxxx Xxxxxxxx LLP, dated on the Closing Date (which opinion will be subject to certain qualifications) satisfactory to both parties substantially to the effect that, on the basis of the existing provisions of the Code, Treasury regulations promulgated thereunder, current administrative rules, and court decisions, as further described below, generally for federal income tax purposes: (a) The Reorganization as described in Section 1 hereof will constitute a reorganization within the meaning of Section 368(a) of the Code, and the Acquired Fund and the Acquiring Fund each will be “a party to a reorganization” within the meaning of Section 368(b) of the Code. (b) Under Sections 361 and 357(a) of the Code, the Acquired Fund will not recognize gain or loss upon the transfer of its assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of all liabilities of the Acquired Fund, or upon the distribution of the Acquiring Fund Shares by the Acquired Fund to its shareholders in liquidation, except for (A) any gain or loss that may be recognized on “section 1256 contracts” as defined in Section 1256(b) of the Code as a result of the closing of the tax year of the Acquired Fund, (B) any gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized (1) as a result of the closing of the tax year of the Acquired Fund, (2) upon the termination of a position, or (3) upon the transfer of an asset regardless of whether such a transfer would otherwise be a nontaxable transaction. (c) Under Section 1032 of the Code, the Acquiring Fund will not recognize gain or loss upon the receipt of the assets of the Acquired Fund in exchange for the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund and issuance of the Acquiring Fund Shares as contemplated in Section 1 hereof. (d) Under Section 362(b) of the Code, the Acquiring Fund’s tax basis in the assets of the Acquired Fund transferred to the Acquiring Fund in the Reorganization will be the same as Acquired Fund’s tax basis immediately prior to the transfer, increased by any gain or decreased by any loss required to be recognized as described in (b) above. (e) Under Section 1223(2) of the Code, Acquiring Fund’s holding period of each asset of the Acquired Fund transferred to the Acquiring Fund in the Reorganization, other than any asset with respect to which gain or loss is required to be recognized as described in (b) above, will include the period during which such asset was held or treated for federal income tax purposes as held by the Acquired Fund. (f) Under Section 354 of the Code, Acquired Fund shareholders will not recognize gain or loss upon the exchange of their Acquired Fund shares for Acquiring Fund Shares. (g) Under Section 358 of the Code, the aggregate tax basis of the Acquiring Fund Shares an Acquired Fund shareholder receives in the Reorganization will be the same as the aggregate tax basis of the Acquired Fund shares exchanged therefor. (h) Under Section 1223(1) of the Code, an Acquired Fund shareholder’s holding period for the Acquiring Fund Shares received in the Reorganization will include the shareholder’s holding period for the Acquired Fund shares exchanged therefor, provided that the shareholder held those Acquired Fund shares as capital assets on the date of the exchange. (i) The Acquiring Fund will succeed to and take into account the items of the Acquired Fund described in Section 381(c) of the Code subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder. The opinion will be based on certain factual certifications made by officers of the Trust and the Acquiring Company and will also be based on customary assumptions. The opinion is not a guarantee that the tax consequences of the Reorganization will be as described above. The opinion will note and distinguish certain published precedent. There is no assurance that the Internal Revenue Service or a court would agree with the opinion. 8.8. At any time prior to the Closing, any of the foregoing conditions of this Section 8 (except for Section 8.1) may be jointly waived by the board of trustees of the Trust and the board of trustees of the Acquiring Company, if, in the judgment of the board of trustees of the Trust, such waiver will not have a material adverse effect on the interests of the shareholders of the Acquired Fund, and, in the judgment of the board of trustees of the Acquiring Company, such waiver will not have a material adverse effect on the interests of the shareholders of the Acquiring Fund.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARTIES. With respect to each Reorganization, the The respective obligations of the Aristotle Trust and an Trust, the Acquiring Fund Fund, and the Pacific Funds Trust and the Corresponding Acquired Fund hereunder are subject to the further conditions that on or before the Closing Date: 8.1. This Agreement shall have been approved by the shareholders a majority of the Corresponding outstanding voting securities (as defined in the 0000 Xxx) of the Acquired Fund in the manner required by the Pacific Funds Trust’s Declaration of Trust Trust, Bylaws and bylaws, and by applicable law, and the parties shall have received reasonable evidence of each such approval; provided, however, that each Reorganization shall be mutually exclusive as to any other Reorganization contemplated by this Agreement, such that the failure of any Acquired Fund to obtain shareholder approval or consent of this Agreement shall not have any impact on the Reorganization of any other Acquired Fund into the Corresponding Acquiring Fund. 8.2. The conditions for the closing of the transaction between PLFA and Xxxxxxxxx pursuant to the Transaction Agreement among Pacific Global Asset Management LLC, PLFA, Pacific Asset Management LLC, Pacific Life Insurance Company and Aristotle, dated as of October 24, 2022, shall have been satisfied or waived by the applicable party such that such transaction shall be consummated simultaneously with the Reorganization pursuant to this Agreement. 8.3. On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act, Act and no action, suit or other proceeding instituted by anyone other than the Pacific Funds Trust, the Aristotle Trust, PLFA or its affiliates or Aristotle or its affiliates shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein. 8.48.3. All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky blue sky and securities authorities) deemed necessary by the Pacific Funds Trust Trust, the Acquired Fund, or the Aristotle Trust Acquiring Fund to permit consummation consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Corresponding Acquired Fund. 8.58.4. The Registration Statement shall have become effective under the 1933 Act and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act0000 Xxx. 8.5. The Acquired Fund and the Acquiring Fund shall have received a favorable opinion of Ropes & Xxxx LLP dated on the Closing Date (which opinion will be subject to certain qualifications) satisfactory to both parties substantially to the effect that, on the basis of the existing provisions of the Code, Treasury regulations promulgated thereunder, current administrative rules, and court decisions, although the matter is not free from doubt, generally for federal income tax purposes: (a) The Reorganization will constitute a reorganization within the meaning of Section 368(a) of the Code, and the Acquired Fund and the Acquiring Fund will each be “a party to a reorganization” within the meaning of Section 368(b) of the Code; (b) No gain or loss will be recognized by the Acquired Fund (i) upon the transfer of its assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund or (ii) upon the distribution of the Acquiring Fund Shares by the Acquired Fund to its shareholders in liquidation, as contemplated in Section 1 hereof; (c) No gain or loss will be recognized by the Acquiring Fund upon the receipt of the assets transferred to it pursuant to this Agreement in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund; (d) The tax basis of the assets of the Acquired Fund acquired by the Acquiring Fund in the transactions contemplated by this Agreement will be the same as the tax basis of such assets in the hands of the Acquired Fund immediately prior to the transfer; (e) The Acquiring Fund’s holding periods with respect to the assets of the Acquired Fund will include the respective periods for which the assets were held by the Acquired Fund; (f) Acquired Fund shareholders will recognize no gain or loss on the distribution of Acquiring Fund Shares to them in exchange for their Acquired Fund Shares; (g) The aggregate tax basis of the Acquiring Fund Shares that an Acquired Fund shareholder receives in connection with the transactions contemplated by this Agreement will be the same as the aggregate tax basis of Acquired Fund Shares exchanged therefor; (h) An Acquired Fund shareholder’s holding period for his or her Acquiring Fund Shares received pursuant to this Agreement will be determined by including the holding period of the Acquired Fund Shares exchanged for the Acquiring Fund Shares, provided that the shareholder held Acquired Fund Shares as a capital asset on the date of the exchange; and (i) The Acquiring Fund will succeed to and take into account the items of the Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder. The opinion will express no view with respect to the effect of the Reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized under federal income tax principles (i) at the end of a taxable year or upon the termination thereof, or (ii) upon the transfer of such asset regardless of whether such a transfer would otherwise be a non-taxable transaction. The opinion will be based on certain factual certifications made by officers of the Trust and will also be based on customary assumptions. 8.6. The post-effective amendment, if any, At any time prior to the registration statement Closing, any of the Aristotle Trust foregoing conditions of this Section 8 (except for Section 8.1) may be waived by the Board of Trustees of the Trust, if, in the judgment of the Board of Trustees of the Trust, such waiver will not have a material adverse effect on Form N-1A relating to the interests of the shareholders of the Acquired Fund or the interests of the shareholders of the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issuedFund.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARTIES. With respect to each Reorganization, the respective obligations of the Aristotle Funds Trust and an Acquiring Fund and the Pacific Funds Trust IMST and the Corresponding Acquired Fund hereunder are subject to the further conditions that on or before the Closing Date: 8.1. This Agreement shall have been approved by the shareholders of the Corresponding Acquired Fund in the manner required by the Pacific Funds TrustIMST’s Declaration of Trust and bylawsby-laws, and by applicable law, and the parties shall have received reasonable evidence of such approval; provided, however, that each Reorganization shall be mutually exclusive as to any other Reorganization contemplated by this Agreement, such that the failure of any Acquired Fund to obtain shareholder approval or consent of this Agreement shall not have any impact on the Reorganization of any other Acquired Fund into the Corresponding Acquiring Fund. 8.2. The conditions for the closing of the transaction between PLFA and Xxxxxxxxx pursuant to the Transaction Agreement among Pacific Global Asset Management LLC, PLFA, Pacific Asset Management LLC, Pacific Life Insurance Company and Aristotle, dated as of October 24, 2022, shall have been satisfied or waived by the applicable party such that such transaction shall be consummated simultaneously with the Reorganization pursuant to this Agreement. 8.3. On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act, and no action, suit or other proceeding instituted by anyone other than IMST, the Pacific Aristotle Funds Trust, the Aristotle Trust, PLFA or its affiliates or Aristotle AIS or its affiliates shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein. 8.48.3. All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by the Pacific Funds Trust IMST or the Aristotle Funds Trust to permit consummation of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Corresponding Acquired Fund. 8.58.4. The Registration Statement shall have become effective under the 1933 Act and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act. 8.68.5. The post-effective amendment, if any, to the registration statement of the Aristotle Xxxxxxxxx Funds Trust on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARTIES. With respect to each Reorganization, the The respective obligations of the Aristotle Trust and an Acquiring Acquired Fund and the Pacific Funds Trust and the Corresponding Acquired Acquiring Fund hereunder are subject to the further conditions that on or before the Closing Date: 8.1. 8.1 This Agreement shall have been approved by the shareholders of the Corresponding Acquired Fund in the manner required by the Pacific Funds Acquired Fund Trust’s Declaration of Trust Trust, By-Laws and bylaws, and by applicable law, and the parties shall have received reasonable evidence of each such approval; provided. 8.2 This Agreement, however, that each Reorganization shall be mutually exclusive as to any other the Reorganization contemplated herein and the filing of the Registration Statement shall have been approved by the Board of Trustees of the Acquiring Fund Trust and this Agreement, such that the failure of any Acquired Fund to obtain shareholder approval or consent of this Agreement shall not have any impact on the Reorganization of any other Acquired Fund into contemplated herein and the Corresponding Acquiring Fund. 8.2. The conditions for the closing filing of the transaction between PLFA and Xxxxxxxxx pursuant to the Transaction Agreement among Pacific Global Asset Management LLC, PLFA, Pacific Asset Management LLC, Pacific Life Insurance Company and Aristotle, dated as of October 24, 2022, Prospectus/Proxy Statement shall have been satisfied or waived approved by the applicable Board of Trustees of the Acquired Fund Trust, and each party such that such transaction shall be consummated simultaneously with have delivered to the Reorganization pursuant to other a copy of the resolutions approving this AgreementAgreement adopted by the other party’s Board, certified by the Secretary or an equivalent officer. 8.3. 8.3 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the transactions Reorganization contemplated by this Agreement under Section 25(c) of the 1940 ActAct and, and to the knowledge of the parties hereto, no action, suit or other proceeding instituted by anyone other than the Pacific Funds Trust, the Aristotle Trust, PLFA or its affiliates or Aristotle or its affiliates shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions Reorganization contemplated herein. 8.4. 8.4 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky blue sky and securities authorities) deemed necessary by the Pacific Funds Trust Acquiring Fund or the Aristotle Trust Acquired Fund to permit consummation of the transactions Reorganization contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Corresponding Acquired Fund. 8.5. 8.5 The Registration Statement shall have become effective under the 1933 Act Act, and no stop order orders suspending the effectiveness thereof shall have been issued and, issued. The Registration Statement and Proxy Materials shall have been mailed to the Acquired Fund Shareholders consistent with applicable law. To the best knowledge of the parties heretoto this Agreement, no investigation or proceeding for that purpose relating to the Registration Statement shall have been instituted or be pending, threatened or contemplated under the 1933 Act. 8.68.6 As of the Closing Date, there shall be no pending litigation brought by any person against the Acquired Fund or the Acquiring Fund or any of the investment advisers, directors or officers of the foregoing, as applicable, arising out of, or seeking to prevent completion of the Reorganization contemplated by, this Agreement. Furthermore, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the Reorganization contemplated herein. No litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to the knowledge of any party hereto, threatened against a party or any of its properties or assets that, if adversely determined, would materially and adversely affect its business or its ability to consummate the Reorganization herein contemplated. 8.7 The post-effective amendmentAcquired Fund and the Acquiring Fund shall have received a favorable opinion of Sxxxxxxx & Worcester, LLP dated on the Closing Date satisfactory to both parties substantially to the effect that, on the basis of the existing provisions of the Code, Treasury regulations promulgated thereunder, current administrative rules, and court decisions, generally for federal income tax purposes: (a) The acquisition by the Acquiring Fund of the Assets of the Acquired Fund in exchange for the Acquiring Fund’s assumption of the Liabilities of the Acquired Fund and issuance of the Acquiring Fund Shares, followed by the distribution by the Acquired Fund of the Acquiring Fund Shares to the shareholders of the Acquired Fund in exchange for their shares of the Acquired Fund, all as provided in Section 1 hereof, will constitute a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and the Acquired Fund and Acquiring Fund will each be “a party to a reorganization” within the meaning of Section 368(b) of the Code. (b) Under Sections 361 and 357(a) of the Code, no gain or loss will be recognized by the Acquired Fund (i) upon the transfer of its Assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities of the Acquired Fund or (ii) upon the distribution of the Acquiring Fund Shares by the Acquired Fund to its shareholders in liquidation, as contemplated in Section 1 hereof, except for any gain or loss that may be required to be recognized solely as a result of gain recognized on the transfer of certain Assets of the Acquired Fund. (c) Under Section 1032 of the Code, no gain or loss will be recognized by the Acquiring Fund upon the receipt of the Assets of the Acquired Fund in exchange for the assumption of the Liabilities of the Acquired Fund and issuance of the Acquiring Fund Shares as contemplated in Section 1 hereof. (d) Under Section 362(b) of the Code, the tax basis of the Assets of the Acquired Fund acquired by the Acquiring Fund will be the same as the tax basis of such Assets in the hands of the Acquired Fund immediately prior to the transfer increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Acquired Fund upon the transfer. (e) Under Section 1223(2) of the Code, the holding periods of the Assets of the Acquired Fund in the hands of the Acquiring Fund will include the periods during which such Assets were held by the Acquired Fund (except to the registration statement extent that the investment activities of the Aristotle Trust Acquiring Fund reduce or eliminate such holding period and except for any Assets on Form N-1A relating which gain is recognized on the transfer to the Acquiring Fund). (f) Under Section 354 of the Code, no gain or loss will be recognized by Acquired Fund Shareholders upon the exchange of all of their Acquired Fund Shares for the Acquiring Fund Shares. (g) Under Section 358 of the Code, the aggregate tax basis of the Acquiring Fund Shares shall to be received by each shareholder of the Acquired Fund will be the same as the aggregate tax basis of Acquired Fund Shares exchanged therefor. (h) Under Section 1223(1) of the Code, each Acquired Fund Shareholder’s holding period for the Acquiring Fund Shares to be received will include the period during which Acquired Fund Shares exchanged therefor were held, provided that the shareholder held Acquired Fund Shares as a capital asset on the date of the exchange. (i) The Acquiring Fund will succeed to and take into account the items of the Acquired Fund described in Section 381(c) of the Code. The parties acknowledge that the opinion will be based on certain factual certifications made by officers of the Acquired Fund and the Acquiring Fund and will also be based on customary assumptions; the opinion is not a guarantee that the tax consequences of the Reorganization will be as described above; and there is no assurance that the Internal Revenue Service or a court would agree with the opinion. 8.8 With respect to the Acquired Fund individually, the Reorganization of the Acquired Fund into the Acquiring Fund and the material attributes of the Acquiring Fund, including, but not limited to, its investment advisory agreement, share classes, asset-based distribution fees, early- withdrawal charges, distribution agreement, transfer agent agreement, custody agreement, and independent registered public accounting firm, shall, in all material respects, be in substantially the form as described in the Prospectus/Proxy Statement. 8.9 At any time prior to the Closing, any of the foregoing conditions of this Section 8 (except for paragraph 8.1 and paragraph 8.7) may be jointly waived by the Board of Trustees of the Acquired Fund Trust and the Board of Trustees of the Acquiring Fund Trust, if, in the judgment of the Board of Trustees of the Acquired Fund Trust, such waiver will not have become effective and no stop order suspending a material adverse effect on the effectiveness thereof shall interests of the Acquired Fund Shareholders and, if, in the judgment of the Board of Trustees of the Acquiring Fund Trust, such waiver will not have been issueda material adverse effect on the interests of the shareholders, if any, of the Acquiring Fund.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARTIES. With respect to each Reorganization, the respective obligations of the Aristotle Funds Trust and an Acquiring Fund and the Pacific Funds Trust IMST and the Corresponding Acquired Fund hereunder are subject to the further conditions that on or before the Closing Date: 8.1. This Agreement shall have been approved by the shareholders of the Corresponding Acquired Fund in the manner required by the Pacific Funds TrustIMST’s Declaration of Trust and bylaws, and by applicable law, and the parties shall have received reasonable evidence of such approval; provided, however, that each Reorganization shall be mutually exclusive as to any other Reorganization contemplated by this Agreement, such that the failure of any Acquired Fund to obtain shareholder approval or consent of this Agreement shall not have any impact on the Reorganization of any other Acquired Fund into the Corresponding Acquiring Fund. 8.2. The conditions for the closing of the transaction between PLFA and Xxxxxxxxx pursuant to the Transaction Agreement among Pacific Global Asset Management LLC, PLFA, Pacific Asset Management LLC, Pacific Life Insurance Company and Aristotle, dated as of October 24, 2022, shall have been satisfied or waived by the applicable party such that such transaction shall be consummated simultaneously with the Reorganization pursuant to this Agreement. 8.3. On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act, and no action, suit or other proceeding instituted by anyone other than IMST, the Pacific Aristotle Funds Trust, the Aristotle Trust, PLFA or its affiliates or Aristotle AIS or its affiliates shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein. 8.48.3. All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by the Pacific Funds Trust IMST or the Aristotle Funds Trust to permit consummation of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Corresponding Acquired Fund. 8.58.4. The Registration Statement shall have become effective under the 1933 Act and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act. 8.68.5. The post-effective amendment, if any, amendment to the registration statement of the Aristotle Trust on Form N-1A relating to the Acquiring Fund Shares shall have become will continue to be effective and no stop order suspending the effectiveness thereof shall have been issued.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARTIES. With respect to each Reorganization, the respective obligations of the Aristotle NMF Trust and an Acquiring Fund and the Pacific Funds HighMark Trust and the Corresponding Acquired Fund hereunder are subject to the further conditions that on or before the Closing Date: 8.1. This Agreement shall have been approved by the shareholders of the Corresponding Acquired Fund in the manner required by the Pacific Funds HighMark Trust’s Declaration of Trust Trust, code of regulations and bylaws, and by applicable law, and the parties shall have received reasonable evidence of such approval; provided, however, that each Reorganization shall be mutually exclusive as to any other Reorganization contemplated by this Agreement, such that the failure of any Acquired Fund to obtain shareholder approval or consent of this Agreement shall not have any impact on the Reorganization of any other Acquired Fund into the Corresponding Acquiring Fund. 8.2. The conditions for the closing of the transaction between PLFA NFA and Xxxxxxxxx HCM pursuant to the Transaction Asset Purchase Agreement among Pacific Global Asset Management LLC, PLFA, Pacific Asset Management LLC, Pacific Life Insurance Company between HCM and AristotleNFA, dated as of October 24April 2, 20222013, shall have been satisfied or waived by the applicable party such that such transaction shall be consummated simultaneously with the Reorganization pursuant to this Agreement. 8.3. On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act, and no action, suit or other proceeding instituted by anyone other than the Pacific Funds HighMark Trust, the Aristotle NMF Trust, PLFA HCM or its affiliates or Aristotle NFA or its affiliates shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein. 8.4. All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by the Pacific Funds HighMark Trust or the Aristotle NMF Trust to permit consummation consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Corresponding Acquired Fund. 8.5. The Registration Statement shall have become effective under the 1933 Act and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act1930 Xxx. 8.6. The post-effective amendment, if any, amendment to the registration statement of the Aristotle NMF Trust on Form N-1A relating to shares of the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued. 8.7. The HighMark Trust and the NMF Trust shall have received an opinion of Sxxxxxxx Ronon Sxxxxxx & Yxxxx, LLP (“Sxxxxxxx Ronon”), dated on the Closing Date (which opinion will be subject to certain qualifications) satisfactory to both parties substantially to the effect that, provided the acquisition contemplated hereby is carried out in accordance with the applicable laws of the State of Delaware and Commonwealth of Massachusetts, the terms of this Agreement and in accordance with customary representations provided by the NMF Trust and the HighMark Trust in certificates delivered to Sxxxxxxx Ronon, as to the Corresponding Acquired Fund and the Acquiring Fund: (a) The Reorganization as described in Section 1 hereof will constitute a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and the Corresponding Acquired Fund and the Acquiring Fund each will be “a party to a reorganization” within the meaning of Section 368(b) of the Code. (b) Under Sections 361 and 357(a) of the Code, the Corresponding Acquired Fund will not recognize gain or loss upon the transfer of its assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of all liabilities of the Corresponding Acquired Fund, or upon the distribution of the Acquiring Fund Shares by the Corresponding Acquired Fund to its shareholders in liquidation. (c) Under Section 1032 of the Code, the Acquiring Fund will not recognize gain or loss upon the receipt of the assets of the Corresponding Acquired Fund in exchange for the assumption by the Acquiring Fund of all the liabilities of the Corresponding Acquired Fund and issuance of the Acquiring Fund Shares as contemplated in Section 1 hereof. (d) Under Section 362(b) of the Code, the Acquiring Fund’s tax basis in the assets of the Corresponding Acquired Fund transferred to the Acquiring Fund in the Reorganization will be the same as Corresponding Acquired Fund’s tax basis immediately prior to the transfer. (e) Under Section 1223(2) of the Code, the Acquiring Fund’s holding period of each asset of the Corresponding Acquired Fund transferred to the Acquiring Fund in the Reorganization will include the period during which such asset was held or treated for federal income tax purposes as held by the Corresponding Acquired Fund. (f) Under Section 354 of the Code, shareholders of the Corresponding Acquired Fund will not recognize gain or loss upon the exchange of their shares of the Corresponding Acquired Fund for Acquiring Fund Shares. (g) Under Section 358 of the Code, the aggregate tax basis of the Acquiring Fund Shares a Corresponding Acquired Fund shareholder receives in the Reorganization will be the same as the aggregate tax basis of the shares of the Corresponding Acquired Fund exchanged therefor. (h) Under Section 1223(1) of the Code, the Corresponding Acquired Fund shareholder’s holding period for the Acquiring Fund Shares received in the Reorganization will include the shareholder’s holding period for the shares of the Corresponding Acquired Fund exchanged therefor, provided that the shareholder held those Corresponding Acquired Fund shares as capital assets on the date of the exchange. (i) The Acquiring Fund will succeed to and take into account the items of the Corresponding Acquired Fund described in Section 381(c) of the Code. The opinion will be based on certain factual certifications made by officers of the HighMark Trust and the NMF Trust and will also be based on customary assumptions. The opinion is not a guarantee that the tax consequences of the Reorganization will be as described above. There is no assurance that the Internal Revenue Service or a court would agree with the opinion. 8.8. At any time prior to the Closing, any of the foregoing conditions of this Section 8 (except for Section 8.1) may be jointly waived by the board of trustees of the HighMark Trust and the board of trustees of the NMF Trust, if, in the judgment of the board of trustees of the HighMark Trust, such waiver will not have a material adverse effect on the interests of the shareholders of the Corresponding Acquired Fund, and, in the judgment of the board of trustees of the NMF Trust, such waiver will not have a material adverse effect on the interests of the shareholders of the Acquiring Fund.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARTIES. With respect to each Reorganization, the respective obligations of the Aristotle Funds Trust and an Acquiring Fund and the Pacific Funds Trust IMST and the Corresponding Acquired Fund hereunder are subject to the further conditions that on or before the Closing Date: 8.1. This Agreement shall have been approved by the shareholders of the Corresponding Acquired Fund in the manner required by the Pacific Funds TrustIMST’s Declaration of Trust and bylawsby-laws, and by applicable law, and the parties shall have received reasonable evidence of such approval; provided, however, that each Reorganization shall be mutually exclusive as to any other Reorganization contemplated by this Agreement, such that the failure of any Acquired Fund to obtain shareholder approval or consent of this Agreement shall not have any impact on the Reorganization of any other Acquired Fund into the Corresponding Acquiring Fund. 8.2. The conditions for the closing of the transaction between PLFA and Xxxxxxxxx pursuant to the Transaction Agreement among Pacific Global Asset Management LLC, PLFA, Pacific Asset Management LLC, Pacific Life Insurance Company and Aristotle, dated as of October 24, 2022, shall have been satisfied or waived by the applicable party such that such transaction shall be consummated simultaneously with the Reorganization pursuant to this Agreement. 8.3. On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act, and no action, suit or other proceeding instituted by anyone other than IMST, the Pacific Aristotle Funds Trust, the Aristotle Trust, PLFA or its affiliates or Aristotle AIS or its affiliates shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein. 8.48.3. All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by the Pacific Funds Trust IMST or the Aristotle Funds Trust to permit consummation of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Corresponding Acquired Fund. 8.58.4. The Registration Statement shall have become effective under the 1933 Act and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act. 8.68.5. The post-effective amendment, if any, amendment to the registration statement of the Aristotle Trust on Form N-1A relating to the Acquiring Fund Shares shall have become will continue to be effective and no stop order suspending the effectiveness thereof shall have been issued.