Common use of REPRESENTATIONS AND WARRANTIES 4 Clause in Contracts

REPRESENTATIONS AND WARRANTIES 4. 1 Except as has been fully disclosed to the Successor Trust in Schedule 4.1 of this Agreement, the Predecessor Trust, on behalf of each Predecessor Fund, represents and warrants to Successor Trust as follows: (a) Each Predecessor Fund is duly established as a series of the Predecessor Trust, which is a business trust duly organized, existing and in good standing under the laws of the Commonwealth of Massachusetts, with power under the Predecessor Trusts Declaration of Trust (Charter), to own all of its Assets and to carry on its business as it is being conducted as of the date hereof. Predecessor Trust is not required to qualify as a foreign trust or association in any jurisdiction, except in any jurisdiction in which it has so qualified or in which a failure to so qualify would not have a material adverse effect. Predecessor Trust has all necessary federal, state and local authorization to carry on its business as now being conducted and to fulfill the terms of this Agreement, except as set forth in paragraph 4.1(c). The obligations of Predecessor Trust entered into in the name or on behalf thereof by any of the Trustees, officers, employees or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, officers, employees, agents or shareholders of Predecessor Trust personally, but bind only the assets of Predecessor Trust and all persons dealing with any series or fund of Predecessor Trust, such as the Predecessor Funds, must look solely to the assets of Predecessor Trust belonging to such series or fund for the enforcement of any claims against Predecessor Trust. (b) Predecessor Trust is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act, and the registration of each class of Predecessor Fund Shares under the Securities Act of 1933, as amended (1933 Act), is in full force and effect. (c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Predecessor Funds of the transactions contemplated herein, except such as may be required under the 1933 Act, the Securities Exchange Act of 1934, as amended (1934 Act), the 0000 Xxx, xxxxx securities laws and the Xxxx-Xxxxx-Xxxxxx Act. (d) The current prospectus and statement of additional information of each Predecessor Fund (true and correct copies of which have been delivered to the Successor Trust) and each prospectus and statement of additional information of each Predecessor Fund used at all times prior to the date of this Agreement conforms or conformed at the time of its use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not or did not at the time of its use include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading. (e) On the Closing Date, the Predecessor Trust, on behalf of each Predecessor Fund, will have good and marketable title to the Assets and full right, power, and authority to sell, assign, convey, transfer and deliver such Assets hereunder free of any liens or other encumbrances, and upon delivery and payment for the Assets, the Successor Trust, on behalf of each corresponding Successor Fund, will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act. (f) None of the Predecessor Funds is engaged currently, and the execution, delivery and performance of this Agreement will not result, (i) in a material violation of the Charter or by-laws of Predecessor Trust or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Predecessor Trust, on behalf of any of the Predecessor Funds, is a party or by which it is bound, or (ii) the acceleration of any material obligation, or the imposition of any material penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Predecessor Trust, on behalf of any of the Predecessor Funds, is a party or by which it is bound. (g) All material contracts or other commitments of the Predecessor Funds (other than this Agreement, contracts listed in Schedule 4.1 and certain investment contracts, including options, futures, and forward contracts) will terminate without liability to the Predecessor Funds on or prior to the Closing Date. Each contract listed in Schedule 4.1 is a valid, binding and enforceable obligation of each party thereto (assuming due authorization, execution and delivery by the other parties thereto) and the assignment by each Predecessor Fund to the corresponding Successor Fund of each such contract will not result in the termination of such contract, any breach or default thereunder or the imposition of any penalty thereunder. (h) No litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to the Predecessor Trusts knowledge, threatened against Predecessor Trust, with respect to any Predecessor Fund or any of its properties or assets, that, if adversely determined, would materially and adversely affect its financial condition or the conduct of its business. Predecessor Trust, on behalf of the Predecessor Funds, knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated. (i) The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Schedule of Investments of each of the Predecessor Funds as included in the most recent Annual Report to Shareholders for each of the Predecessor Funds (as to each Predecessor Fund, the Annual Statement), have been audited by PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, and are in accordance with accounting principles generally accepted in the United States of America (GAAP) consistently applied, and such statements (true and correct copies of which have been furnished to the Successor Trust) present fairly, in all material respects, the financial condition of each of the Predecessor Funds as of the date of the Annual Statements in accordance with GAAP, and there are no known contingent, accrued or other liabilities of the Predecessor Funds required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of the date of the Annual Statements that are not disclosed therein. The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Schedule of Investments of each of the Predecessor Funds, as included or to be included in the most recent Semi-Annual Report to shareholders for each of the Predecessor Funds since the date of the Annual Statements (as to each Predecessor Fund, the Semi-Annual Statements) (unaudited), are or will be when sent to Predecessor Fund shareholders in the regular course in accordance with GAAP consistently applied, and such statements (true and correct copies of which have been or will be furnished to the Successor Trust) present or will present fairly, in all material respects, the financial condition of each of the Predecessor Funds as of the date of the Semi-Annual Statements in accordance with GAAP, and all known contingent, accrued or other liabilities of the Predecessor Funds required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date are or will be disclosed therein. (j) Since the date of the Annual Statement, there has not been any material adverse change in each Predecessor Funds financial condition, assets, Liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by the Predecessor Fund of indebtedness, other than indebtedness incurred in the ordinary course of business in accordance with the Predecessor Funds investment restrictions. For the purposes of this subparagraph (j), a decline in net asset value per share of Predecessor Fund Shares due to declines in market values of securities held by the Predecessor Fund, the discharge of Predecessor Funds liabilities, or the redemption of Predecessor Fund Shares by shareholders of the Predecessor Fund shall not constitute a material adverse change. (k) On the Closing Date, all federal and other tax returns, dividend reporting forms, and other tax-related reports of each of the Predecessor Funds required by law to have been filed by such date (including any extensions) shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof and, to the best of the Predecessor Trusts knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns. (l) For each taxable year of its operation (including the taxable year that includes the Closing Date), each of the Predecessor Funds has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company, has elected to be treated as such, and has been eligible to compute and has computed its federal income tax under Section 852 of the Code. (m) All issued and outstanding Predecessor Fund Shares are, and on the Closing Date will be, duly authorized and validly and legally issued and outstanding, fully paid and non-assessable by Predecessor Trust and have been offered and sold in every state, territory and the District of Columbia in compliance in all material respects with applicable registration requirements of all applicable federal and state securities laws. All of the issued and outstanding Predecessor Fund Shares will, at the time of Closing, be held by the persons and in the amounts set forth in the records of the Transfer Agent, on behalf of the Predecessor Fund, as provided in paragraph 3.3. None of the Predecessor Funds have outstanding any options, warrants or other rights to subscribe for or purchase any of the Predecessor Fund Shares, nor is there outstanding any security convertible into any of the Predecessor Fund Shares. The Predecessor Fund will review its assets to ensure that at any time prior to the Closing Date its assets do not include any assets that the Successor Fund is not permitted, or reasonably believes to be unsuitable for it, to acquire, including without limitation any security that, prior to its acquisition by the Predecessor Fund, is unsuitable for the Successor Fund to acquire. (n) The execution, delivery and performance of this Agreement, and the transactions contemplated herein, have been duly authorized by all necessary action on the part of the Board of Trustees of Predecessor Trust and by the approval of the Predecessor Funds shareholders, as described in paragraph 8.1, and this Agreement constitutes a valid and binding obligation of the Predecessor Trust, on behalf of the Predecessor Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors rights and to general equity principles. (o) The Proxy Statement (as defined in paragraph 5.2), insofar as it relates to the Predecessor Funds, will on the date thereof and at all times prior to the conclusion of the shareholder meeting to which the Proxy Statement relates (i) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not materially misleading (provided that this representation and warranty shall not apply to statements in or omissions from the Proxy Statement made in reliance upon and in conformity with information that was furnished by Successor Trust for use therein) and (ii) comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder. The information to be furnished by each of the Predecessor Funds for use in registration statements and other documents filed or to be filed with any federal, state or local regulatory authority (including the National Association of Securities Dealers, Inc.), which may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations thereunder applicable thereto.

REPRESENTATIONS AND WARRANTIES 4. 1 Except as has been fully disclosed to the Successor Trust in Schedule 4.1 of this Agreement, the Predecessor Trust, on behalf of each Predecessor Fund, represents and warrants to Successor Trust as follows: (a) Each Predecessor Fund is duly established as a series of the Predecessor Trust, which is a business trust duly organized, existing and in good standing under the laws of the Commonwealth of Massachusetts, with power under the Predecessor Trusts Declaration of Trust (Charter), to own all of its Assets and to carry on its business as it is being conducted as of the date hereof. Predecessor Trust is not required to qualify as a foreign trust or association in any jurisdiction, except in any jurisdiction in which it has so qualified or in which a failure to so qualify would not have a material adverse effect. Predecessor Trust has all necessary federal, state and local authorization to carry on its business as now being conducted and to fulfill the terms of this Agreement, except as set forth in paragraph 4.1(c). The obligations of Predecessor Trust entered into in the name or on behalf thereof by any of the Trustees, officers, employees or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, officers, employees, agents or shareholders of Predecessor Trust personally, but bind only the assets of Predecessor Trust and all persons dealing with any series or fund of Predecessor Trust, such as the Predecessor Funds, must look solely to the assets of Predecessor Trust belonging to such series or fund for the enforcement of any claims against Predecessor Trust. (b) Predecessor Trust is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act, and the registration of each class of Predecessor Fund Shares under the Securities Act of 1933, as amended (1933 Act), is in full force and effect. (c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Predecessor Funds of the transactions contemplated herein, except such as may be required under the 1933 Act, the Securities Exchange Act of 1934, as amended (1934 Act), the 0000 Xxx, xxxxx securities laws and the Xxxx-Xxxxx-Xxxxxx Act. (d) The current prospectus and statement of additional information of each Predecessor Fund (true and correct copies of which have been delivered to the Successor Trust) and each prospectus and statement of additional information of each Predecessor Fund used at all times prior to the date of this Agreement conforms or conformed at the time of its use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not or did not at the time of its use include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading. (e) On the Closing Date, the Predecessor Trust, on behalf of each Predecessor Fund, will have good and marketable title to the Assets and full right, power, and authority to sell, assign, convey, transfer and deliver such Assets hereunder free of any liens or other encumbrances, and upon delivery and payment for the Assets, the Successor Trust, on behalf of each corresponding Successor Fund, will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act. (f) None of the Predecessor Funds is engaged currently, and the execution, delivery and performance of this Agreement will not result, (i) in a material violation of the Charter or by-laws of Predecessor Trust or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Predecessor Trust, on behalf of any of the Predecessor Funds, is a party or by which it is bound, or (ii) the acceleration of any material obligation, or the imposition of any material penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Predecessor Trust, on behalf of any of the Predecessor Funds, is a party or by which it is bound. (g) All material contracts or other commitments of the Predecessor Funds (other than this Agreement, contracts listed in Schedule 4.1 and certain investment contracts, including options, futures, and forward contracts) will terminate without liability to the Predecessor Funds on or prior to the Closing Date. Each contract listed in Schedule 4.1 is a valid, binding and enforceable obligation of each party thereto (assuming due authorization, execution and delivery by the other parties thereto) and the assignment by each Predecessor Fund to the corresponding Successor Fund of each such contract will not result in the termination of such contract, any breach or default thereunder or the imposition of any penalty thereunder. (h) No litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to the Predecessor Trusts knowledge, threatened against Predecessor Trust, with respect to any Predecessor Fund or any of its properties or assets, that, if adversely determined, would materially and adversely affect its financial condition or the conduct of its business. Predecessor Trust, on behalf of the Predecessor Funds, knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated. (i) The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Schedule of Investments of each of the Predecessor Funds as included in the most recent Annual Report to Shareholders for each of the Predecessor Funds (as to each Predecessor Fund, the Annual Statement), have been audited by PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, and are in accordance with accounting principles generally accepted in the United States of America (GAAP) consistently applied, and such statements (true and correct copies of which have been furnished to the Successor Trust) present fairly, in all material respects, the financial condition of each of the Predecessor Funds as of the date of the Annual Statements in accordance with GAAP, and there are no known contingent, accrued or other liabilities of the Predecessor Funds required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of the date of the Annual Statements that are not disclosed therein. The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Schedule of Investments of each of the Predecessor Funds, as included or to be included in the most recent Semi-Annual Report to shareholders for each of the Predecessor Funds since the date of the Annual Statements (as to each Predecessor Fund, the Semi-Annual Statements) (unaudited), are or will be when sent to Predecessor Fund shareholders in the regular course in accordance with GAAP consistently applied, and such statements (true and correct copies of which have been or will be furnished to the Successor Trust) present or will present fairly, in all material respects, the financial condition of each of the Predecessor Funds as of the date of the Semi-Annual Statements in accordance with GAAP, and all known contingent, accrued or other liabilities of the Predecessor Funds required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date are or will be disclosed therein. (j) Since the date of the Annual Statement, there has not been any material adverse change in each Predecessor Funds financial condition, assets, Liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by the Predecessor Fund of indebtedness, other than indebtedness incurred in the ordinary course of business in accordance with the Predecessor Funds investment restrictions. For the purposes of this subparagraph (j), a decline in net asset value per share of Predecessor Fund Shares due to declines in market values of securities held by the Predecessor Fund, the discharge of Predecessor Funds liabilities, or the redemption of Predecessor Fund Shares by shareholders of the Predecessor Fund shall not constitute a material adverse change. (k) On the Closing Date, all federal and other tax returns, dividend reporting forms, and other tax-related reports of each of the Predecessor Funds required by law to have been filed by such date (including any extensions) shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof and, to the best of the Predecessor Trusts knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns. (l) For each taxable year of its operation (including the taxable year that includes the Closing Date), each of the Predecessor Funds has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company, has elected to be treated as such, and has been eligible to compute and has computed its federal income tax under Section 852 of the Code. (m) All issued and outstanding Predecessor Fund Shares are, and on the Closing Date will be, duly authorized and validly and legally issued and outstanding, fully paid and non-assessable by Predecessor Trust and have been offered and sold in every state, territory and the District of Columbia in compliance in all material respects with applicable registration requirements of all applicable federal and state securities laws. All of the issued and outstanding Predecessor Fund Shares will, at the time of Closing, be held by the persons and in the amounts set forth in the records of the Transfer Agent, on behalf of the Predecessor Fund, as provided in paragraph 3.3. None of the Predecessor Funds have outstanding any options, warrants or other rights to subscribe for or purchase any of the Predecessor Fund Shares, nor is there outstanding any security convertible into any of the Predecessor Fund Shares. The Predecessor Fund will review its assets to ensure that at any time prior to the Closing Date its assets do not include any assets that the Successor Fund is not permitted, or reasonably believes to be unsuitable for it, to acquire, including without limitation any security that, prior to its acquisition by the Predecessor Fund, is unsuitable for the Successor Fund to acquire. (n) The execution, delivery and performance of this Agreement, and the transactions contemplated herein, have been duly authorized by all necessary action on the part of the Board of Trustees of Predecessor Trust and by the approval of the Predecessor Funds shareholders, as described in paragraph 8.1, and this Agreement constitutes a valid and binding obligation of the Predecessor Trust, on behalf of the Predecessor Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors rights and to general equity principles. (o) The Proxy Statement (as defined in paragraph 5.2), insofar as it relates to the Predecessor Funds, will on the date thereof and at all times prior to the conclusion of the shareholder meeting to which the Proxy Statement relates (i) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not materially misleading (provided that this representation and warranty shall not apply to statements in or omissions from the Proxy Statement made in reliance upon and in conformity with information that was furnished by Successor Trust for use therein) and (ii) comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder. The information to be furnished by each of the Predecessor Funds for use in registration statements and other documents filed or to be filed with any federal, state or local regulatory authority (including the National Association of Securities Dealers, Inc.), which may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations thereunder applicable thereto.

REPRESENTATIONS AND WARRANTIES 4. 1 Except as has been fully disclosed to the Successor Trust in Schedule 4.1 of this Agreement, the Predecessor Trust, on behalf of each Predecessor Fund, represents and warrants to Successor Trust as follows: (a) Each Predecessor Fund is duly established as a series of the Predecessor Trust, which is a business trust duly organized, existing and in good standing under the laws of the Commonwealth of Massachusetts, with power under the Predecessor Trusts Declaration of Trust (Charter), to own all of its Assets and to carry on its business as it is being conducted as of the date hereof. Predecessor Trust is not required to qualify as a foreign trust or association in any jurisdiction, except in any jurisdiction in which it has so qualified or in which a failure to so qualify would not have a material adverse effect. Predecessor Trust has all necessary federal, state and local authorization to carry on its business as now being conducted and to fulfill the terms of this Agreement, except as set forth in paragraph 4.1(c). The obligations of Predecessor Trust entered into in the name or on behalf thereof by any of the Trustees, officers, employees or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, officers, employees, agents or shareholders of Predecessor Trust personally, but bind only the assets of Predecessor Trust and all persons dealing with any series or fund of Predecessor Trust, such as the Predecessor Funds, must look solely to the assets of Predecessor Trust belonging to such series or fund for the enforcement of any claims against Predecessor Trust. (b) Predecessor Trust is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act, and the registration of each class of Predecessor Fund Shares under the Securities Act of 1933, as amended (1933 Act), is in full force and effect. (c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Predecessor Funds of the transactions contemplated herein, except such as may be required under the 1933 Act, the Securities Exchange Act of 1934, as amended (1934 Act), the 0000 Xxx, xxxxx securities laws and the Xxxx-Xxxxx-Xxxxxx Act. (d) The current prospectus and statement of additional information of each Predecessor Fund (true and correct copies of which have been delivered to the Successor Trust) and each prospectus and statement of additional information of each Predecessor Fund used at all times prior to the date of this Agreement conforms or conformed at the time of its use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not or did not at the time of its use include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading. (e) On the Closing Date, the Predecessor Trust, on behalf of each Predecessor Fund, will have good and marketable title to the Assets and full right, power, and authority to sell, assign, convey, transfer and deliver such Assets hereunder free of any liens or other encumbrances, and upon delivery and payment for the Assets, the Successor Trust, on behalf of each corresponding Successor Fund, will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act. (f) None of the Predecessor Funds is engaged currently, and the execution, delivery and performance of this Agreement will not result, (i) in a material violation of the Charter or by-laws of Predecessor Trust or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Predecessor Trust, on behalf of any of the Predecessor Funds, is a party or by which it is bound, or (ii) the acceleration of any material obligation, or the imposition of any material penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Predecessor Trust, on behalf of any of the Predecessor Funds, is a party or by which it is bound. (g) All material contracts or other commitments of the Predecessor Funds (other than this Agreement, contracts listed in Schedule 4.1 and certain investment contracts, including options, futures, and forward contracts) will terminate without liability to the Predecessor Funds on or prior to the Closing Date. Each contract listed in Schedule 4.1 is a valid, binding and enforceable obligation of each party thereto (assuming due authorization, execution and delivery by the other parties thereto) and the assignment by each Predecessor Fund to the corresponding Successor Fund of each such contract will not result in the termination of such contract, any breach or default thereunder or the imposition of any penalty thereunder. (h) No litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to the Predecessor Trusts knowledge, threatened against Predecessor Trust, with respect to any Predecessor Fund or any of its properties or assets, that, if adversely determined, would materially and adversely affect its financial condition or the conduct of its business. Predecessor Trust, on behalf of the Predecessor Funds, knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated. (i) The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Schedule of Investments of each of the Predecessor Funds as included in the most recent Annual Report to Shareholders for each of the Predecessor Funds (as to each Predecessor Fund, the Annual Statement), have been audited by PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, and are in accordance with accounting principles generally accepted in the United States of America (GAAP) consistently applied, and such statements (true and correct copies of which have been furnished to the Successor Trust) present fairly, in all material respects, the financial condition of each of the Predecessor Funds as of the date of the Annual Statements in accordance with GAAP, and there are no known contingent, accrued or other liabilities of the Predecessor Funds required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of the date of the Annual Statements that are not disclosed therein. The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Schedule of Investments of each of the Predecessor Funds, as included or to be included in the most recent Semi-Semi- Annual Report to shareholders for each of the Predecessor Funds since the date of the Annual Statements (as to each Predecessor Fund, the Semi-Annual Statements) (unaudited), are or will be when sent to Predecessor Fund shareholders in the regular course in accordance with GAAP consistently applied, and such statements (true and correct copies of which have been or will be furnished to the Successor Trust) present or will present fairly, in all material respects, the financial condition of each of the Predecessor Funds as of the date of the Semi-Annual Statements in accordance with GAAP, and all known contingent, accrued or other liabilities of the Predecessor Funds required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date are or will be disclosed therein. (j) Since the date of the Annual Statement, there has not been any material adverse change in each Predecessor Funds financial condition, assets, Liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by the Predecessor Fund of indebtedness, other than indebtedness incurred in the ordinary course of business in accordance with the Predecessor Funds investment restrictions. For the purposes of this subparagraph (j), a decline in net asset value per share of Predecessor Fund Shares due to declines in market values of securities held by the Predecessor Fund, the discharge of Predecessor Funds liabilities, or the redemption of Predecessor Fund Shares by shareholders of the Predecessor Fund shall not constitute a material adverse change. (k) On the Closing Date, all federal and other tax returns, dividend reporting forms, and other tax-related reports of each of the Predecessor Funds required by law to have been filed by such date (including any extensions) shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof and, to the best of the Predecessor Trusts knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns. (l) For each taxable year of its operation (including the taxable year that includes the Closing Date), each of the Predecessor Funds has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company, has elected to be treated as such, and has been eligible to compute and has computed its federal income tax under Section 852 of the Code. (m) All issued and outstanding Predecessor Fund Shares are, and on the Closing Date will be, duly authorized and validly and legally issued and outstanding, fully paid and non-assessable by Predecessor Trust and have been offered and sold in every state, territory and the District of Columbia in compliance in all material respects with applicable registration requirements of all applicable federal and state securities laws. All of the issued and outstanding Predecessor Fund Shares will, at the time of Closing, be held by the persons and in the amounts set forth in the records of the Transfer Agent, on behalf of the Predecessor Fund, as provided in paragraph 3.3. None of the Predecessor Funds have outstanding any options, warrants or other rights to subscribe for or purchase any of the Predecessor Fund Shares, nor is there outstanding any security convertible into any of the Predecessor Fund Shares. The Predecessor Fund will review its assets to ensure that at any time prior to the Closing Date its assets do not include any assets that the Successor Fund is not permitted, or reasonably believes to be unsuitable for it, to acquire, including without limitation any security that, prior to its acquisition by the Predecessor Fund, is unsuitable for the Successor Fund to acquire. (n) The execution, delivery and performance of this Agreement, and the transactions contemplated herein, have been duly authorized by all necessary action on the part of the Board of Trustees of Predecessor Trust and by the approval of the Predecessor Funds shareholders, as described in paragraph 8.1, and this Agreement constitutes a valid and binding obligation of the Predecessor Trust, on behalf of the Predecessor Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors rights and to general equity principles. (o) The Proxy Statement (as defined in paragraph 5.2), insofar as it relates to the Predecessor Funds, will on the date thereof and at all times prior to the conclusion of the shareholder meeting to which the Proxy Statement relates (i) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light l ight of the circumstances under which such statements were made, not materially misleading (provided that this representation and warranty shall not apply to statements in or omissions from the Proxy Statement made in reliance upon and in conformity with information that was furnished by Successor Trust for use therein) and (ii) comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder. The information to be furnished by each of the Predecessor Funds for use in registration statements and other documents filed or to be filed with any federal, state or local regulatory authority (including the National Association of Securities Dealers, Inc.), which may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations thereunder applicable thereto.

REPRESENTATIONS AND WARRANTIES 4. 1 Except as has been fully disclosed to the Successor Trust in Schedule 4.1 of this Agreement, the Predecessor Trust, on behalf of each Predecessor Fund, represents and warrants to Successor Trust as follows: (a) Each Predecessor Fund is duly established as a series of the Predecessor Trust, which is a business trust duly organized, existing and in good standing under the laws of the Commonwealth of Massachusetts, with power under the Predecessor Trusts Declaration of Trust ("Charter"), to own all of its Assets and to carry on its business as it is being conducted as of the date hereof. Predecessor Trust is not required to qualify as a foreign trust or association in any jurisdiction, except in any jurisdiction in which it has so qualified or in which a failure to so qualify would not have a material adverse effect. Predecessor Trust has all necessary federal, state and local authorization to carry on its business as now being conducted and to fulfill the terms of this Agreement, except as set forth in paragraph 4.1(c). The obligations of Predecessor Trust entered into in the name or on behalf thereof by any of the Trustees, officers, employees or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, officers, employees, agents or shareholders of Predecessor Trust personally, but bind only the assets of Predecessor Trust and all persons dealing with any series or fund of Predecessor Trust, such as the Predecessor Funds, must look solely to the assets of Predecessor Trust belonging to such series or fund for the enforcement of any claims against Predecessor Trust. (b) Predecessor Trust is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act, and the registration of each class of Predecessor Fund Shares under the Securities Act of 1933, as amended ("1933 Act"), is in full force and effect. (c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Predecessor Funds of the transactions contemplated herein, except such as may be required under the 1933 Act, the Securities Exchange Act of 1934, as amended ("1934 Act"), the 0000 Xxx, xxxxx securities laws and the Xxxx-Xxxxx-Xxxxxx Act. (d) The current prospectus and statement of additional information of each Predecessor Fund (true and correct copies of which have been delivered to the Successor Trust) and each prospectus and statement of additional information of each Predecessor Fund used at all times prior to the date of this Agreement conforms or conformed at the time of its use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not or did not at the time of its use include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading. (e) On the Closing Date, the Predecessor Trust, on behalf of each Predecessor Fund, will have good and marketable title to the Assets and full right, power, and nd authority to sell, assign, convey, transfer and deliver such Assets hereunder free of any liens or other encumbrances, and upon delivery and payment for the Assets, the Successor Trust, on behalf of each corresponding Successor Fund, will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act. (f) None of the Predecessor Funds is engaged currently, and the execution, delivery and performance of this Agreement will not result, (i) in a material violation of the Charter or by-laws of Predecessor Trust or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Predecessor Trust, on behalf of any of the Predecessor Funds, is a party or by which it is bound, or (ii) the acceleration of any material obligation, or the imposition of any material penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Predecessor Trust, on behalf of any of the Predecessor Funds, is a party or by which it is bound. (g) All material contracts or other commitments of the Predecessor Funds (other than this Agreement, contracts listed in Schedule 4.1 and certain investment contracts, including options, futures, and forward contracts) will terminate without liability to the Predecessor Funds on or prior to the Closing Date. Each contract listed in Schedule 4.1 is a valid, binding and enforceable obligation of each party thereto (assuming due authorization, execution and delivery by the other parties thereto) and the assignment by each Predecessor Fund to the corresponding Successor Fund of each such contract will not result in the termination of such contract, any breach or default thereunder or the imposition of any penalty thereunder. (h) No litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to the Predecessor Trusts knowledge, threatened against Predecessor Trust, with respect to any Predecessor Fund or any of its properties or assets, that, if adversely determined, would materially and adversely affect its financial condition or the conduct of its business. Predecessor Trust, on behalf of the Predecessor Funds, knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated. (i) The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Schedule of Investments of each of the Predecessor Funds as included in the most recent Annual Report to Shareholders for each of the Predecessor Funds (as to each Predecessor Fund, the "Annual Statement"), have been audited by PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, and are in accordance with accounting principles generally accepted in the United States of America ("GAAP") consistently applied, and such statements (true and correct copies of which have been furnished to the Successor Trust) present fairly, in all material respects, the financial condition of each of the Predecessor Funds as of the date of the Annual Statements in accordance with GAAP, and there are no known contingent, accrued or other liabilities of the Predecessor Funds required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of the date of the Annual Statements that are not disclosed therein. The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Schedule of Investments of each of the Predecessor Funds, as included or to be included in the most recent Semi-Annual Report to shareholders for each of the Predecessor Funds since the date of the Annual Statements (as to each Predecessor Fund, the "Semi-Annual Statements") (unaudited), are or will be when sent to Predecessor Fund shareholders in the regular course in accordance with GAAP consistently applied, and such statements (true and correct copies of which have been or will be furnished to the Successor Trust) present or will present fairly, in all material respects, the financial condition of each of the Predecessor Funds as of the date of the Semi-Annual Statements in accordance with GAAP, and all known contingent, accrued or other liabilities of the Predecessor Funds required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date are or will be disclosed therein. (j) Since the date of the Annual Statement, there has not been any material adverse change in each Predecessor Funds financial condition, assets, Liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by the Predecessor Fund of indebtedness, other than indebtedness incurred in the ordinary course of business in accordance with the Predecessor Funds investment restrictions. For the purposes of this subparagraph (j), a decline in net asset value per share of Predecessor Fund Shares due to declines in market values of securities held by the Predecessor Fund, the discharge of Predecessor Funds liabilities, or the redemption of Predecessor Fund Shares by shareholders of the Predecessor Fund shall not constitute a material adverse change. (k) On the Closing Date, all federal and other tax returns, dividend reporting forms, and other tax-related reports of each of the Predecessor Funds required by law to have been filed by such date (including any extensions) shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof and, to the best of the Predecessor Trusts knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns. (l) For each taxable year of its operation (including the taxable year that includes the Closing Date), each of the Predecessor Funds has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company, has elected to be treated as such, and has been eligible to compute and has computed its federal income tax under Section 852 of the Code. (m) All issued and outstanding Predecessor Fund Shares are, and on the Closing Date will be, duly authorized and validly and legally issued and outstanding, fully paid and non-assessable by Predecessor Trust and have been offered and sold in every state, territory and the District of Columbia in compliance in all material respects with applicable registration requirements of all applicable federal and state securities laws. All of the issued and outstanding Predecessor Fund Shares will, at the time of Closing, be held by the persons and in the amounts set forth in the records of the Transfer Agent, on behalf of the Predecessor Fund, as provided in paragraph 3.3. None of the Predecessor Funds have outstanding any options, warrants or other rights to subscribe for or purchase any of the Predecessor Fund Shares, nor is there outstanding any security convertible into any of the Predecessor Fund Shares. The Predecessor Fund will review its assets to ensure that at any time prior to the Closing Date its assets do not include any assets that the Successor Fund is not permitted, or reasonably believes to be unsuitable for it, to acquire, including without limitation any security that, prior to its acquisition by the Predecessor Fund, is unsuitable for the Successor Fund to acquire. (n) The execution, delivery and performance of this Agreement, and the transactions contemplated herein, have been duly authorized by all necessary action on the part of the Board of Trustees of Predecessor Trust and by the approval of the Predecessor Funds shareholders, as described in paragraph 8.1, and this Agreement constitutes a valid and binding obligation of the Predecessor Trust, on behalf of the Predecessor Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors rights and to general equity principles. (o) The Proxy Statement (as defined in paragraph 5.2), insofar as it relates to the Predecessor Funds, will on the date thereof and at all times prior to the conclusion of the shareholder meeting to which the Proxy Statement relates (i) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not materially misleading (provided that this representation and warranty shall not apply to statements in or omissions from the Proxy Statement made in reliance upon and in conformity with information that was furnished by Successor Trust for use therein) and (ii) comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder. The information to be furnished by each of the Predecessor Funds for use in registration statements and other documents filed or to be filed with any federal, state or local regulatory authority (including the National Association of Securities Dealers, Inc.), which may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations thereunder applicable thereto.

REPRESENTATIONS AND WARRANTIES 4. 1 1. Except as has been fully disclosed to the Successor Acquiring Fund Trust in Schedule 4.1 of to this Agreement, the Predecessor Acquired Fund Trust, on behalf of each Predecessor the Acquired Fund, represents and warrants to Successor Acquiring Fund Trust as follows: (a) Each Predecessor The Acquired Fund is duly established as a series of the Predecessor Acquired Fund Trust, which is a business trust duly organized, existing and in good standing under the laws of the Commonwealth of Massachusetts, with power under the Predecessor Trusts its Declaration of Trust Trust, as amended (Charter), to own all of its Assets and to carry on its business as it is being conducted as of the date hereof. Predecessor Acquired Fund Trust is not required to qualify as a foreign trust or association in any jurisdiction, except in any jurisdiction in which it has so qualified or in which a failure to so qualify would not have a material adverse effect. Predecessor Acquired Fund Trust has all necessary federal, state and local authorization to carry on its business as now being conducted and to fulfill the terms of this Agreement, except as set forth in paragraph 4.1(c). The obligations of Predecessor Acquired Fund Trust entered into in the name or on behalf thereof by any of the Trustees, officers, employees or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, officers, employees, agents or shareholders of Predecessor Acquired Fund Trust personally, but bind only the assets of Predecessor Acquired Fund Trust and all persons dealing with any series or fund of Predecessor Acquired Fund Trust, such as the Predecessor FundsAcquiring Fund, must look solely to the assets of Predecessor Acquired Fund Trust belonging to such series or fund for the enforcement of any claims against Predecessor Acquired Fund Trust. (b) Predecessor Acquired Fund Trust is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act, and the registration of each class of Predecessor Acquired Fund Shares under the Securities Act of 1933, as amended (1933 Act), is in full force and effect. (c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Predecessor Funds Acquired Fund of the transactions contemplated herein, except such as may be required under the 1933 Act, the Securities Exchange Act of 1934, as amended (1934 Act), the 0000 Xxx, xxxxx securities laws and the Xxxx-Xxxxx-Xxxxxx Act. (d) The current prospectus and statement of additional information of each Predecessor the Acquired Fund (true and correct copies of which have been delivered to the Successor Trust) and each prospectus and statement of additional information of each Predecessor Fund used at all times prior to the date of this Agreement conforms or conformed at the time of its use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not or did not at the time of its use include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading. (e) On the Closing Date, the Predecessor Acquired Fund Trust, on behalf of each Predecessor the Acquired Fund, will have good and marketable title to the Assets and full right, power, and authority to sell, assign, convey, transfer and deliver such Assets hereunder free of any liens or other encumbrances, and upon delivery and payment for the Assets, the Successor Acquiring Fund Trust, on behalf of each corresponding Successor the Acquiring Fund, will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act. (f) None of the Predecessor Funds The Acquired Fund is not engaged currently, and the execution, delivery and performance of this Agreement will not result, in (i) in a material violation of the Acquired Fund Trusts Charter or by-laws of Predecessor Trust or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Predecessor Acquired Fund Trust, on behalf of any of the Predecessor FundsAcquired Fund, is a party or by which it is bound, or (ii) the acceleration of any material obligation, or the imposition of any material penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Predecessor Acquired Fund Trust, on behalf of any of the Predecessor FundsAcquired Fund, is a party or by which it is bound. (g) All material contracts or other commitments of the Predecessor Funds Acquired Fund (other than this Agreement, contracts listed in Schedule 4.1 and certain investment contracts, including options, futures, and forward contracts) will terminate without liability to the Predecessor Funds Acquired Fund on or prior to the Closing Date. Each contract listed in Schedule 4.1 is a valid, binding and enforceable obligation of each party thereto (assuming due authorization, execution and delivery by the other parties party thereto) and the assignment by each Predecessor the Acquired Fund to the corresponding Successor Acquiring Fund of each such contract will not result in the termination of such contract, any breach or default thereunder or the imposition of any penalty thereunder. (h) No litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to the Predecessor Acquired Fund Trusts knowledge, threatened against Predecessor Acquired Fund Trust, with respect to any Predecessor the Acquired Fund or any of its properties or assets, that, if adversely determined, would materially and adversely affect its financial condition or the conduct of its business. Predecessor Acquired Fund Trust, on behalf of the Predecessor FundsAcquired Fund, knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated. (i) The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Schedule of Investments of each of the Predecessor Funds Acquired Fund as included in the most recent Annual Report to Shareholders for each of the Predecessor Funds Acquired Fund (as to each Predecessor Fund, the Annual Statement), have been audited by PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, and are in accordance with accounting principles generally accepted in the United States of America (GAAP) consistently applied, and such statements (true and correct copies of which have been furnished to the Successor Acquiring Fund Trust) present fairly, in all material respects, the financial condition of each of the Predecessor Funds Acquired Fund as of the date of the Annual Statements Statement in accordance with GAAP, and there are no known contingent, accrued or other liabilities of the Predecessor Funds Acquired Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of the date of the Annual Statements Statement that are not disclosed therein. The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Schedule of Investments of each of the Predecessor FundsAcquired Fund, as included or to be included in the most recent Semi-Annual Report to shareholders for each of the Predecessor Funds Acquired Fund since the date of the Annual Statements Statement (as to each Predecessor Fund, the Semi-Annual StatementsStatement) (unaudited), are or will be when sent to Predecessor the Acquired Fund shareholders in the regular course in accordance with GAAP consistently applied, and such statements (true and correct copies of which have been or will be furnished to the Successor Acquiring Fund Trust) present or will present fairly, in all material respects, the financial condition of each of the Predecessor Funds Acquired Fund as of the date of the Semi-Semi- Annual Statements Statement in accordance with GAAP, and all known contingent, accrued or other liabilities of the Predecessor Funds Acquired Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date are or will be disclosed therein. (j) Since the date of the Annual Statement, there has not been any material adverse change in each Predecessor the Acquired Funds financial condition, assets, Liabilities liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by the Predecessor Acquired Fund of indebtedness, other than the incurrence of indebtedness incurred in the ordinary course of business in accordance with the Predecessor Acquired Funds investment restrictions. For the purposes of this subparagraph (j), a decline in net asset value per share of Predecessor Acquired Fund Shares due to declines in market values of securities held by the Predecessor Acquired Fund, the discharge of Predecessor Funds Acquired Fund liabilities, or the redemption of Predecessor Acquired Fund Shares by shareholders of the Predecessor Acquired Fund shall not constitute a material adverse change. (k) On the Closing Date, all federal and other tax returns, dividend reporting forms, and other tax-related reports of each of the Predecessor Funds Acquired Fund required by law to have been filed by such date (including any extensions) shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof and, to the best of the Predecessor Acquired Fund Trusts knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns. (l) For each taxable year of its operation (including the taxable year that includes ending on the Closing Date), each of the Predecessor Funds Acquired Fund has met (or will meet) the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company, has elected to be treated as such, and has been (or will be) eligible to compute and has computed (or will compute) its federal income tax under Section 852 of the Code, and will have distributed substantially all of (i) the excess of (x) its investment income excludible from gross income under Section 103 of the Code over (y) its deductions disallowed under Sections 265 and 171 of the Code (net tax-exempt income), (ii) its investment company taxable income (computed without regard to any deduction for dividends paid) and (iii) any net capital gain (after reduction for any capital loss carryover) (as defined in the Code) that has accrued through the Closing Date, and before the Closing Date will have declared dividends intended to be sufficient to distribute all of its net tax-exempt income, investment company taxable income and net capital gain for the period ending on the Closing Date. (m) All issued and outstanding Predecessor Acquired Fund Shares are, and on the Closing Date will be, duly authorized and validly and legally issued and outstanding, fully paid and non-assessable by Predecessor Acquired Fund Trust and will have been offered and sold in every state, territory and the District of Columbia in compliance in all material respects with applicable registration requirements of all applicable federal and state securities laws. All of the issued and outstanding Predecessor Acquired Fund Shares will, at the time of Closing, be held by the persons and in the amounts set forth in the records of the Transfer Agent, on behalf of the Predecessor Acquired Fund, as provided in paragraph 3.3. None of the Predecessor Funds The Acquired Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Predecessor Acquired Fund Shares, nor is there outstanding any security convertible into any of the Predecessor Acquired Fund Shares. The Predecessor Acquired Fund will review its assets to ensure that at any time prior to the Closing Date its assets do not include any assets that the Successor Acquiring Fund is not permitted, or reasonably believes to be unsuitable for it, to acquire, including without limitation any security that, prior to its acquisition by the Predecessor Acquired Fund, is unsuitable for the Successor Acquiring Fund to acquire. (n) The execution, delivery and performance of this Agreement, and the transactions contemplated herein, have been duly authorized by all necessary action on the part of the Board of Trustees of Predecessor Trust Acquired Fund Trust, and by the approval of the Predecessor Acquired Funds shareholders, as described in paragraph 8.1, and this Agreement constitutes a valid and binding obligation of the Predecessor Acquired Fund Trust, on behalf of the Predecessor Acquired Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors rights and to general equity principles. (o) The combined proxy statement and prospectus (Proxy Statement) to be included in the Registration Statement (as defined in paragraph 5.25.6), insofar as it relates to the Predecessor FundsAcquired Fund and Acquired Fund Trust, will from the effective date of the Registration Statement through the date of the meeting of shareholders of the Acquired Fund contemplated therein and on the date thereof and at all times prior to the conclusion of the shareholder meeting to which the Proxy Statement relates Closing Date (i) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not materially misleading (provided that this representation and warranty shall not apply to statements in or omissions from the Proxy Statement made in reliance upon and in conformity with information that was furnished by Successor Trust the Acquiring Fund for use therein) and (ii) comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder. The information to be furnished by each of the Predecessor Funds Acquired Fund for use in registration statements and other documents filed or to be filed with any federal, state or local regulatory authority (including the National Association of Securities Dealers, Inc.), which may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations thereunder applicable thereto.