Common use of REPRESENTATIONS OF THE ACQUIRING FUND Clause in Contracts

REPRESENTATIONS OF THE ACQUIRING FUND. Except as has been fully disclosed to the Allianz Trust in Schedule 4.2 to this Agreement, the Capitol Trust, on behalf of the Acquiring Fund, represents and warrants to the Allianz Trust and the Selling Fund as follows: (a) The Acquiring Fund (and each Acquiring Class) is duly established as a separate investment series (or class of the Acquiring Fund) of the Capitol Trust, a business trust duly organized, validly existing, and in good standing under the laws of Ohio, with power under its Agreement and Declaration of Trust (the “Capitol Trust Declaration of Trust”), to own all of its assets and to carry on its business as being conducted as of the date hereof. The Capitol Trust is duly qualified to do business as a foreign trust in each jurisdiction in which the conduct of its business makes such qualified necessary except where the failure to so qualify would not have a material adverse effect on the condition (financial or otherwise), business, properties, net assets or results of operations of the Capitol Trust. The Capitol 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(o). (b) The Acquiring Fund is registered as an 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 the Acquiring Fund Shares under the 1933 Act is or will be in full force and effect as of the Closing Date. (c) The Post-Effective Amendments (as defined in paragraph 5.10) to be filed by the Capitol Trust, insofar as they relate to the Acquiring Fund, pursuant to this Agreement will, on the effective date of the Post-Effective Amendments, comply in all material respects with the 1933 Act and the 1940 Act and the rules and regulations thereunder. (d) The Acquiring Fund is not engaged currently, and the execution, delivery and performance of this Agreement by the Capitol Trust, on behalf of the Acquiring Fund, will not result, in a material violation of Ohio law or the Capitol Trust’s Declaration of Trust or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Capitol Trust, on behalf of the Acquiring Fund, is a party or by which it is bound, and the execution, delivery and performance of this Agreement by the Capitol Trust, on behalf of the Acquiring Fund, will not result in 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 Capitol Trust, on behalf of the Acquiring Fund, is a party or by which it is bound. (e) No litigation, administrative proceeding or, to the Capitol Trust’s knowledge, investigation of or before any court or governmental body is presently pending or, to the Capitol Trust’s knowledge, threatened against the Capitol Trust, with respect to the Acquiring Fund, or any of its properties or assets, which, if adversely determined, would materially and adversely affect the Acquiring Fund’s financial condition, the conduct of the Acquiring Fund’s business or the ability of the Capitol Trust, on behalf of the Acquiring Fund, to carry out the transactions contemplated by this Agreement. The Capitol Trust, on behalf of the Acquiring Fund, has not received any verbal or written notification from any person containing information that may form the basis for the institution of any such proceedings which, if adversely determined, would materially and adversely affect the Acquiring Fund’s financial condition, the conduct of the Acquiring Fund’s business or the ability of the Capitol Trust, on behalf of the Acquiring Fund, to carry out the transactions contemplated by this Agreement. The Capitol Trust, on behalf of the Acquiring Fund, is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects the Acquiring Fund’s business or its ability to consummate the transactions contemplated herein on behalf of the Acquiring Fund. (f) The Acquiring Fund currently has no assets or liabilities and has carried on no business activities prior to the date first shown above. Prior to the Closing Date, the Acquiring Fund shall have no liabilities and its only asset shall be the seed money deposited to facilitate approval of Acquiring Fund start-up matters. (g) The Acquiring Fund is a newly formed separate series of the Capitol Trust that will be treated as a corporation separate from any and all other series of the Capitol Trust under Section 851(g) of the Code. Subject to the accuracy of the representations and warranties in paragraph 4.1(j), for the taxable year that includes the Closing Date and for subsequent taxable periods, the Capitol Trust reasonably expects that the Acquiring Fund will meet the requirements of Subchapter M of the Code for qualification as a regulated investment company and will be eligible to, and will, compute its Federal income tax under Section 852 of the Code. (h) The Acquiring Fund Shares to be issued to the Selling Fund have been duly authorized and, when issued and delivered pursuant to this Agreement, will be legally and validly issued, fully paid and except as described in the Registration Statement non-assessable by the Acquiring Fund, and no shareholder of the Capitol Trust or the Acquiring Fund will have any preemptive right of subscription or purchase in respect thereof. (i) All issued and outstanding shares of the Acquiring Fund are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and except as described in the Registration Statement non-assessable by the Capitol Trust or the Acquiring Fund. The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquiring Fund’s shares, nor is there outstanding any security convertible into any of the Acquiring Fund’s shares. (j) 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 Trustees of the Capitol Trust, on behalf of the Acquiring Fund, and this Agreement constitutes a valid and binding obligation of the Capitol Trust, on behalf of the Acquiring 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. (k) The information furnished or to be furnished by the Capitol Trust, on behalf of the Acquiring Fund, for use in the Registration Statement and other documents that may be necessary in connection with the transactions contemplated hereby, is or shall be accurate and complete in all material respects and complies or shall comply in all material respects with federal securities and other laws and regulations applicable thereto. (l) The Registration Statement (as defined in paragraph 5.9), insofar as it relates to the Acquiring Fund, from the effective date of the Registration Statement through the date of the meeting of the shareholders of the Selling Fund contemplated herein and on Closing Date, will, with respect to the Acquiring Fund, (i) not contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading (provided that this representation and warranty shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information that was furnished by the Allianz Trust, on behalf of the Selling Fund, for use therein), and (ii) comply in all material respects with the provisions of 1934 Act and the 1940 Act and the rules and regulations thereunder. (m) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated herein, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act, state securities laws and the Xxxx-Xxxxx-Xxxxxx Act. (n) Neither the Acquiring Fund nor, to the knowledge of the Capitol Trust, any “affiliated person” of the Acquiring Fund has been convicted of any felony or misdemeanor, described in Section 9(a)(1) of the 1940 Act, nor, to the knowledge of the Capitol Trust, has any affiliated person of the Acquiring Fund been the subject, or presently is the subject, of any proceeding or investigation with respect to any disqualification that would be a basis for denial, suspension or revocation of registration as an investment adviser under Section 203(e) of the Advisers Act or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section 15 of the 1934 Act, or for disqualification as an investment adviser, employee, officer or director of an investment company under Section 9 of the 0000 Xxx. (o) The tax representation certificate to be delivered by the Capitol Trust, on behalf of the Acquiring Fund, to Xxxxxxxxx Shur at the Closing pursuant to paragraph 8.5 hereof will not on the Closing Date contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. (p) The Capitol Trust satisfies the fund governance standards set forth in Rule 0-1(a)(7)(ii), (iii), (v), (vi) and (vii) under the 1940 Act.

REPRESENTATIONS OF THE ACQUIRING FUND. Except as has been fully disclosed to the Allianz Trust in Schedule 4.2 to this Agreement, the Capitol The Trust, on behalf of the Acquiring Fund, represents and warrants to the Allianz Trust and the Selling Acquired Fund as follows: (a) The Acquiring Fund (and each Acquiring Class) Trust is duly established as a separate investment series (or class of the Acquiring Fund) of the Capitol Trust, a business trust trust, duly organized, validly existing, existing and in good standing under the laws of Ohio, with power under its Agreement and Declaration the State of Trust (the “Capitol Trust Declaration of Trust”), to own all of its assets and to carry on its business as being conducted as of the date hereof. The Capitol Trust is duly qualified to do business as a foreign trust in each jurisdiction in which the conduct of its business makes such qualified necessary except where the failure to so qualify would not have a material adverse effect on the condition (financial or otherwise), business, properties, net assets or results of operations of the Capitol Trust. The Capitol 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(o)Delaware. (b) The Acquiring Fund is a separate series of the Trust duly authorized in accordance with the applicable provisions of the Trust’s Declaration of Trust, as amended. (c) The Trust is registered as an investment company classified as a management company of the open-end type, and its registration with the Commission as an management investment company under the 1940 Act, and the such registration of the Acquiring Fund Shares under the 1933 Act has not been revoked or rescinded and is or will be in full force and effect as of the Closing Date. (c) The Post-Effective Amendments (as defined in paragraph 5.10) to be filed by the Capitol Trust, insofar as they relate to the Acquiring Fund, pursuant to this Agreement will, on the effective date of the Post-Effective Amendments, comply in all material respects with the 1933 Act and the 1940 Act and the rules and regulations thereundereffect. (d) The Acquiring Fund is not engaged currentlynot, and the execution, delivery delivery, and performance of this Agreement by the Capitol Trust, on behalf of the Acquiring Fund, (subject to shareholder approval) will not result, in a material the violation of Ohio law or any provision of the Capitol Trust’s Declaration of Trust or By-Laws Governing Documents or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Capitol Trust, on behalf of the Acquiring Fund, is a party or by which it is bound, and the execution, delivery and performance of this Agreement by the Capitol Trust, on behalf of the Acquiring Fund, will not result in 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 Capitol Trust, on behalf of the Acquiring Fund, Fund is a party or by which it is bound. (e) No litigation, administrative proceeding or, to the Capitol Trust’s knowledge, or investigation of or before any court or governmental body is presently pending or, or to the Capitol Trust’s knowledge, its knowledge threatened against the Capitol Trust, with respect to Trust or the Acquiring Fund, Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect the Acquiring Fund’s its financial condition, the conduct of the Acquiring Fund’s its business or the ability of the Capitol Trust, on behalf of Trust or the Acquiring Fund, Fund to carry out the transactions contemplated by this Agreement. The Capitol Trust, on behalf of Neither the Trust nor the Acquiring Fund, has not received Fund knows of any verbal or written notification from any person containing information facts that may might form the a reasonable basis for the institution of any such proceedings which, if adversely determined, would materially and adversely affect the Acquiring Fund’s financial condition, the conduct of the Acquiring Fund’s business or the ability of the Capitol Trust, on behalf of the Acquiring Fund, to carry out the transactions contemplated by this Agreement. The Capitol Trust, on behalf of the Acquiring Fund, it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects the Acquiring Fund’s its business or its ability to consummate the transactions transaction contemplated herein on behalf of the Acquiring Fundherein. (f) The Acquiring Fund currently has no assets or liabilities and has carried on no business activities prior to the date first shown above. Prior to the Closing Date, the Acquiring Fund shall have no liabilities and its only asset shall be the seed money deposited to facilitate approval of Acquiring Fund start-up matters. (g) The Acquiring Fund is a newly formed separate series of the Capitol Trust that will be treated as a corporation separate from any and all other series of the Capitol Trust under Section 851(g) of the Code. Subject to the accuracy of the representations and warranties in paragraph 4.1(j), for the taxable year that includes the Closing Date and for subsequent taxable periods, the Capitol Trust reasonably expects that the Acquiring Fund will meet the requirements of Subchapter M of the Code for qualification as a regulated investment company and will be eligible to, and will, compute its Federal income tax under Section 852 of the Code. (h) The Acquiring Fund Shares to be issued to the Selling Fund have been duly authorized and, when issued and delivered pursuant to this Agreement, will be legally and validly issued, fully paid and except as described in the Registration Statement non-assessable by the Acquiring Fund, and no shareholder of the Capitol Trust or the Acquiring Fund will have any preemptive right of subscription or purchase in respect thereof. (i) All issued and outstanding shares financial statements of the Acquiring Fund arefor the fiscal year ended October 31, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and except as described in the Registration Statement non-assessable by the Capitol Trust or the Acquiring Fund. The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquiring Fund’s shares, nor is there outstanding any security convertible into any of the Acquiring Fund’s shares. (j) The execution, delivery, and performance of this Agreement, and the transactions contemplated herein2018, have been duly authorized by all necessary action on the part of the Trustees of the Capitol Trust, on behalf of the Acquiring Fund, and this Agreement constitutes a valid and binding obligation of the Capitol Trust, on behalf of the Acquiring Fund, enforceable prepared in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratoriumgenerally accepted accounting principles and have been audited by an independent registered public accounting firm, and other laws relating to or affecting creditors’ rights and to general equity principles. such statements (k) The information copies of which have been furnished or to be furnished by the Capitol Trust, on behalf of the Acquiring Fund, for use in the Registration Statement and other documents that may be necessary in connection with the transactions contemplated hereby, is or shall be accurate and complete in all material respects and complies or shall comply in all material respects with federal securities and other laws and regulations applicable thereto. (l) The Registration Statement (as defined in paragraph 5.9), insofar as it relates to the Acquiring Acquired Fund, from ) fairly reflect the effective date of the Registration Statement through the date of the meeting of the shareholders of the Selling Fund contemplated herein and on Closing Date, will, with respect to the Acquiring Fund, (i) not contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading (provided that this representation and warranty shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information that was furnished by the Allianz Trust, on behalf of the Selling Fund, for use therein), and (ii) comply in all material respects with the provisions of 1934 Act and the 1940 Act and the rules and regulations thereunder. (m) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated herein, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act, state securities laws and the Xxxx-Xxxxx-Xxxxxx Act. (n) Neither the Acquiring Fund nor, to the knowledge of the Capitol Trust, any “affiliated person” financial condition of the Acquiring Fund has been convicted as of any felony or misdemeanorOctober 31, described in Section 9(a)(1) of the 1940 Act2018, nor, to the knowledge of the Capitol Trust, has any affiliated person and there are no known contingent liabilities of the Acquiring Fund been the subject, or presently is the subject, as of any proceeding or investigation with respect to any disqualification such date that would be a basis for denial, suspension or revocation of registration as an investment adviser under Section 203(e) of the Advisers Act or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section 15 of the 1934 Act, or for disqualification as an investment adviser, employee, officer or director of an investment company under Section 9 of the 0000 Xxxare not disclosed in such statements. (o) The tax representation certificate to be delivered by the Capitol Trust, on behalf of the Acquiring Fund, to Xxxxxxxxx Shur at the Closing pursuant to paragraph 8.5 hereof will not on the Closing Date contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. (p) The Capitol Trust satisfies the fund governance standards set forth in Rule 0-1(a)(7)(ii), (iii), (v), (vi) and (vii) under the 1940 Act.

REPRESENTATIONS OF THE ACQUIRING FUND. Except As of the date indicated below or, if no such date is indicated, as has been fully disclosed to of both the Allianz Trust in Schedule 4.2 to this Agreementdate hereof and the Closing Date, the Capitol Trust, on behalf of the Acquiring Fund, Fund represents and warrants to the Allianz Trust and the Selling Fund as follows: (a) The Acquiring Fund (and each Acquiring Class) is duly established as a separate investment series (or class of the corresponding Acquiring Fund) of the Capitol Trust, a business trust duly organized, validly existing, existing and in good standing under the laws of Ohiothe Commonwealth of Massachusetts, with and has the power under its Agreement and Declaration of Trust (the “Capitol Trust Declaration of Trust”), to own all of its properties and assets and to carry on its business as being conducted as of presently conducted, and to carry out its obligations under this Agreement. (b) Neither the date hereof. The Capitol Acquiring Fund nor the Acquiring Trust is duly qualified required to qualify to do business as a foreign trust in each any jurisdiction in which the conduct of its business makes such it is not so qualified necessary except and where the failure to do so qualify would not have a subject it to any material adverse effect on the condition (financial liability or otherwise)disability, business, properties, net assets or results of operations and each of the Capitol Trust. The Capitol Acquiring Fund and the Acquiring Trust has all necessary federal, state state, and local authorization authorizations to own all of its properties and assets and to carry on its business as now currently being conducted and to fulfill the terms of this Agreement, except as set forth in paragraph 4.1(o)conducted. (bc) The Acquiring Fund Trust is registered as an investment company classified as a management company of the open-end type, and its registration management investment company with the Commission as an investment company under the 1940 Act, and such registration has not been revoked or rescinded and is in full force and effect, and the registration Acquiring Fund is a separate series thereof duly designated in accordance with the applicable provisions of the MassMutual Select Funds Declaration, in respect of the Select Acquiring Fund, or the Amended and Restated Agreement and Declaration of Trust of the MassMutual Premier Funds (the “MassMutual Premier Funds Declaration,” and together with the MassMutual Select Funds Declaration, the “Acquiring Trust Declarations”), in respect of the Premier Acquiring Fund, and the 1940 Act. (d) The current prospectus and statement of additional information of the Acquiring Fund Shares under the 1933 Act is or will be in full force and effect as of the Closing Date. (c) The Post-Effective Amendments (as defined in paragraph 5.10) to be filed by the Capitol Trust, insofar as they relate to the Acquiring Fund, pursuant to this Agreement will, on the effective date of the Post-Effective Amendments, comply conform in all material respects with to the applicable requirements of the 1933 Act and the 1940 Act Act, and the rules and regulations of the Commission thereunder, and do not and will not include any untrue statement of a material fact or omit to state any material fact relating to the Acquiring Fund required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (de) The Acquiring Fund is not engaged currentlynot, and the execution, delivery and performance of this Agreement by the Capitol Trust, on behalf of the Acquiring Fund, will not result, in a violation in any material violation respect of Ohio law or the Capitol Acquiring Trust’s Declaration of corresponding organizational documents, as identified in Exhibit A (hereafter, the “Acquiring Trust or By-Laws Organizational Documents”), or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Capitol Trust, on behalf of the Acquiring Fund, is a party or by which it is bound, and the execution, delivery and performance of this Agreement by the Capitol Trust, on behalf of the Acquiring Fund, will not result in 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 Capitol Trust, on behalf of the Acquiring Fund, Fund is a party or by which it is bound. (ef) No Except as otherwise disclosed to the Selling Fund, no material litigation, administrative proceeding, other proceeding or, to the Capitol Trust’s knowledge, or investigation of or before any court or governmental body is presently pending or, to the Capitol Trust’s knowledgeknowledge of the Acquiring Fund, threatened against the Capitol Trust, with respect to the Acquiring Fund, Fund or any of its properties or assetsassets or any person whom the Acquiring Fund may be obligated to directly or indirectly indemnify in connection with such litigation, proceedings or investigation, which, if adversely determined, would materially and adversely affect the Acquiring Fund’s its financial condition, the conduct of the Acquiring Fund’s its business or the ability of the Capitol Trust, on behalf of the Acquiring Fund, Fund to carry out the transactions contemplated by this Agreement. The Capitol Trust, on behalf of Neither the Acquiring Fund, has not received Fund nor the Acquiring Trust knows of any verbal or written notification from any person containing information facts that may might form the basis for the institution of any such proceedings which, if adversely determined, would materially and adversely affect the Acquiring Fund’s financial condition, the conduct of the Acquiring Fund’s business or the ability of the Capitol Trust, on behalf of the Acquiring Fund, to carry out the transactions contemplated by this Agreement. The Capitol Trust, on behalf of the Acquiring Fund, Fund is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects the Acquiring Fund’s its business or its ability to consummate the transactions contemplated herein on behalf of the Acquiring Fund. (f) The Acquiring Fund currently has no assets or liabilities and has carried on no business activities prior to the date first shown above. Prior to the Closing Date, the Acquiring Fund shall have no liabilities and its only asset shall be the seed money deposited to facilitate approval of Acquiring Fund start-up mattersherein. (g) The Acquiring Fund is a newly formed separate series of the Capitol Trust that will be treated as a corporation separate from any and all other series of the Capitol Trust under Section 851(g) of the Code. Subject to the accuracy of the representations and warranties in paragraph 4.1(j), for the taxable year that includes the Closing Date and for subsequent taxable periods, the Capitol Trust reasonably expects that the Acquiring Fund will meet the requirements of Subchapter M of the Code for qualification as a regulated investment company and will be eligible to, and will, compute its Federal income tax under Section 852 of the Code. (h) The Acquiring Fund Shares to be issued to the Selling Fund have been duly authorized and, when issued and delivered pursuant to this Agreement, will be legally and validly issued, fully paid and except as described in the Registration Statement non-assessable by the Acquiring Fund, and no shareholder of the Capitol Trust or the Acquiring Fund will have any preemptive right of subscription or purchase in respect thereof. (i) All issued and outstanding shares of the Acquiring Fund are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and except as described in the Registration Statement non-assessable by the Capitol Trust or the Acquiring Fund. The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquiring Fund’s shares, nor is there outstanding any security convertible into any of the Acquiring Fund’s shares. (j) The execution, delivery, and performance of this Agreement, and the transactions contemplated herein, Agreement have been duly authorized by the Board of Trustees of the Acquiring Trust (after making the determinations required pursuant to Rule 17a-8(a) under the 1940 Act) and by all necessary action on the part of the Trustees of the Capitol Trust, on behalf of Acquiring Trust and the Acquiring Fund, and this Agreement constitutes a valid and binding obligation of the Capitol Trust, on behalf of the Acquiring Fund, 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. (kh) The information furnished or As of the Closing Date, the Acquiring Trust’s registration statement under the 1933 Act with respect to the Merger Shares will be furnished by in full force and effect and no stop order suspending such effectiveness shall have been instituted or, to the Capitol Trust, on behalf knowledge of the Acquiring Fund, threatened by the Commission, and such registration statement will conform in all material respects to the applicable requirements of the 1933 Act and the rules and regulations of the Commission thereunder and, as of the effective date of the Registration Statement and the Closing Date, including the documents contained or incorporated therein by reference, insofar as it relates to the Acquiring Fund, will not contain 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 misleading, and there are no material contracts to which the Acquiring Fund is a party that are not referred to in the Acquiring Fund prospectus or in the registration statement of which it is a part, provided however, that none of the representations and warranties in this subsection shall apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished by the Selling Fund for use in the Registration Statement or the Prospectus. (i) The authorized capital of the Acquiring Trust consists of an unlimited number of shares of beneficial interest, no par value, of such number of different series as the Board of Trustees of the Acquiring Trust may authorize from time to time. The outstanding shares of beneficial interest in the Acquiring Fund as of the Closing Date will be divided into those share classes identified as belonging to the Acquiring Fund, shares each having the characteristics described in the Prospectus. All issued and outstanding shares of the Acquiring Fund, including the Merger Shares to be issued hereunder, are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable (except as set forth in the Prospectus) by the Acquiring Fund, and will have been issued in compliance with all applicable registration or qualification requirements of federal and state securities laws. No options, warrants or other rights to subscribe for or purchase, or securities convertible into, any shares of the Acquiring Fund are outstanding. (j) The information relating to the Acquiring Fund furnished by the Acquiring Trust and the Acquiring Fund for use in no-action letters, applications for orders, registration statements and other documents that may be necessary in connection with the transactions contemplated hereby, hereby is or shall and will be accurate and complete in all material respects and complies or shall comply in all material respects with federal securities and other laws and regulations thereunder applicable thereto. (lk) The Registration Statement As of the Closing Date, all federal and other tax returns and reports of the Acquiring Fund required by law to have been filed by such date shall have been timely filed (as defined in paragraph 5.9giving effect to extensions), insofar all such returns and reports shall have been true, correct and complete in all material respects as it relates of the time of their filing, and all federal and other taxes shown due on said returns and reports shall have been paid, or provision shall have been made for the payment thereof. All tax liabilities of the Acquiring Fund will have been adequately provided for on its books. The Acquiring Fund is not liable for taxes of any person other than itself and is not a party to any tax sharing or allocation agreement. To the best of the Acquiring Trust or the Acquiring Fund’s knowledge, from Acquiring Fund is not currently under audit, and no material deficiency, liability or assessment has been asserted and no question with respect thereto has been raised by the effective date Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid. (l) For each taxable year of its operation ending on or prior to the Registration Statement through the date of the meeting of the shareholders of the Selling Fund contemplated herein and on Closing Date, willthe Acquiring Fund has met, with respect and at all relevant times during its taxable year that includes the Closing Date, expects to have met or to be able to meet, the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company. The Acquiring Fund has not been and is not now liable for any material income tax pursuant to Section 852 of the Code. (m) The statements of assets and liabilities, statements of operations, statements of changes in net assets and schedules of portfolio investments (indicating their market values) of the Acquiring Fund at, as of and for its most recently completed fiscal year end, audited by Deloitte & Touche LLP, independent registered public accounting firm to the Acquiring Fund, (i) not contain and, if applicable, an unaudited statement of assets and liabilities, statement of operations, statement of changes in net assets and schedule of investments for any statement whichsubsequent semiannual period following the most recently completed fiscal year), at the time and in the light copies of the circumstances under which it is made, is false or misleading with respect have been furnished to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading (provided that this representation and warranty shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information that was furnished by the Allianz Trust, on behalf of the Selling Fund, fairly reflect the financial condition and results of operations of the Acquiring Fund as of such date and for use thereinthe period then ended in accordance with generally accepted accounting principles consistently applied, and the Acquiring Fund has no known liabilities of a material amount, contingent or otherwise, other than those shown on the statements of assets referred to above or those incurred in the ordinary course of its business since its most recently completed fiscal year end. (n) Since the last day of the Acquiring Fund’s most recently completed fiscal year, there has not, to the knowledge of the Acquiring Fund, been any material adverse change in the Acquiring Fund’s financial condition, assets, liabilities, or business other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to the Selling Fund. For the purposes of this subparagraph (n), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change, and changes in portfolio securities, changes in the market value of portfolio securities or net redemptions shall be deemed to be in the ordinary course of business. (iio) comply The Acquiring Fund’s investment operations from inception to the date hereof have been in compliance in all material respects with the provisions of 1934 Act investment policies and investment restrictions set forth in the 1940 Act and Prospectus, except as previously disclosed in writing to the rules and regulations thereunderSelling Fund. (mp) The books and records of the Acquiring Fund made available to the Selling Fund and/or its counsel are substantially true and correct and contain no material misstatements or omissions with respect to the operations of the Acquiring Fund. (q) No consent, approval, authorization, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated hereinby this Agreement, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act, state securities or blue sky laws and or the XxxxH-XxxxxS-Xxxxxx R Act. (nr) Neither To the best of the Acquiring Fund norTrust and the Acquiring Fund’s knowledge, to the knowledge all of the Capitol Trust, any “affiliated person” issued and outstanding shares of the Acquiring Fund has shall have been convicted of offered for sale and sold in conformity with all applicable federal and state securities laws (including any felony applicable exemptions therefrom), or misdemeanor, described in Section 9(a)(1) of the 1940 Act, nor, to the knowledge of the Capitol Trust, has any affiliated person of the Acquiring Fund been the subject, or presently is the subject, of has taken any proceeding or investigation action necessary to remedy any prior failure to have offered for sale and sold such shares in conformity with respect to any disqualification that would be a basis for denial, suspension or revocation of registration as an investment adviser under Section 203(e) of the Advisers Act or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section 15 of the 1934 Act, or for disqualification as an investment adviser, employee, officer or director of an investment company under Section 9 of the 0000 Xxxsuch laws. (os) The tax representation certificate issuance of the Merger Shares pursuant to this Agreement will be delivered by in compliance with all applicable federal securities laws. (t) No consideration other than the Capitol Trust, on behalf of Merger Shares (and the Acquiring Fund, to Xxxxxxxxx Shur at ’s assumption of the Closing pursuant to paragraph 8.5 hereof Assumed Liabilities) will not on be issued by the Closing Date contain any untrue statement of a material fact or omit to state a material fact necessary to make Acquiring Fund in exchange for the statements therein not misleadingAcquired Assets in the Reorganization. (p) The Capitol Trust satisfies the fund governance standards set forth in Rule 0-1(a)(7)(ii), (iii), (v), (vi) and (vii) under the 1940 Act.

REPRESENTATIONS OF THE ACQUIRING FUND. Except as has been fully disclosed to the Allianz Trust in Schedule 4.2 to this Agreement, the Capitol Trust, on behalf of the The Acquiring Fund, Fund represents and warrants to the Allianz Trust and the Selling Acquired Fund as follows: (a) The Acquiring Fund (and each Acquiring Class) is duly established as a separate investment series (or class of the Acquiring Fund) of the Capitol Trust, a business trust duly organized, validly existing, and in good standing under the laws of Ohio, with power under its Agreement and Declaration of Trust (the “Capitol Trust Declaration of Trust”), to own all of its assets and to carry on its business as being conducted as of the date hereof. The Capitol Trust is duly qualified to do business as a foreign trust in each jurisdiction in which the conduct of its business makes such qualified necessary except where the failure to so qualify would not have a material adverse effect on the condition (financial or otherwise), business, properties, net assets or results of operations of the Capitol Trust. The Capitol 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(o). (b) The Acquiring Fund is a separate investment series of the Trust, which is registered as an 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 the Acquiring Fund Shares under the 1933 Act is or will be in full force and effect as of the Closing Dateeffect. (c) The Post-Effective Amendments (as defined in paragraph 5.10) to be filed by the Capitol Trust, insofar as they relate to the Acquiring Fund, pursuant to this Agreement will, on the effective date of the Post-Effective Amendments, comply in all material respects with the 1933 Act and the 1940 Act and the rules and regulations thereunder. (d) The Acquiring Fund is not engaged currentlynot, and the execution, delivery and performance of this Agreement by the Capitol Trust, on behalf of the Acquiring Fund, will not result, in a material violation of Ohio law or the Capitol Trust’s Declaration of Trust or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Capitol Trust, on behalf of the Acquiring Fund, is a party or by which it is bound, and the execution, delivery and performance of this Agreement by the Capitol Trust, on behalf of the Acquiring Fund, will not result in 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 Capitol Trust, on behalf of the Acquiring Fund, Fund is a party or by which it is bound. (ed) No Except as otherwise disclosed in writing to the Acquired Fund and accepted by the Acquired Fund, no litigation, administrative proceeding or, to the Capitol Trust’s knowledge, or investigation of or before any court or governmental body is presently pending or, or to the Capitol Trust’s knowledge, its knowledge threatened against the Capitol Trust, with respect to the Acquiring Fund, Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect the Acquiring Fund’s its financial condition, condition and the conduct of the Acquiring Fund’s its business or the ability of the Capitol Trust, on behalf of the Acquiring Fund, Fund to carry out the transactions contemplated by this Agreement. The Capitol Trust, on behalf Acquiring Fund knows of the Acquiring Fund, has not received any verbal or written notification from any person containing information no facts that may might form the basis for the institution of any such proceedings which, if adversely determined, would materially and adversely affect the Acquiring Fund’s financial condition, the conduct of the Acquiring Fund’s business or the ability of the Capitol Trust, on behalf of the Acquiring Fund, to carry out the transactions contemplated by this Agreement. The Capitol Trust, on behalf of the Acquiring Fund, is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects the Acquiring Fund’s its business or its ability to consummate the transactions contemplated herein on behalf herein. (e) The audited financial statements of the Acquiring Fund at December 31, 2014 are in accordance with generally accepted accounting principles consistently applied, and such statements (copies of which have been furnished to the Acquired Fund) fairly reflect the financial condition of the Acquiring Fund as of such date, and there are no known contingent liabilities of the Acquiring Fund as of such date not disclosed therein. (f) The Since December 31, 2014, there has not been any material adverse change in the Acquiring Fund’s financial condition, assets, liabilities, or business other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund currently has no assets or liabilities and has carried on no business activities prior to of indebtedness maturing more than one year from the date first shown abovesuch indebtedness was incurred, except as otherwise disclosed in writing to and accepted in writing by the Acquired Fund. Prior to For the Closing Datepurposes of this subparagraph (h), a decline in the net asset value of the Acquiring Fund shall have no liabilities and its only asset shall be the seed money deposited to facilitate approval of Acquiring Fund start-up mattersnot constitute a material adverse change. (g) The Acquiring Fund is a newly formed separate series For each fiscal year of the Capitol Trust that will be treated as a corporation separate from any and all other series of the Capitol Trust under Section 851(g) of the Code. Subject to the accuracy of the representations and warranties in paragraph 4.1(j)its operations, for the taxable year that includes the Closing Date and for subsequent taxable periods, the Capitol Trust reasonably expects that the Acquiring Fund will meet has met the requirements of Subchapter M of the Code for qualification and treatment as a “regulated investment company company” and will be eligible to, has distributed in each such year al net investment income and will, compute its Federal income tax under Section 852 of the Coderealized capital gains. (h) The Acquiring Fund Shares to be issued to the Selling Fund have been duly authorized and, when issued and delivered pursuant to this Agreement, will be legally and validly issued, fully paid and except as described in the Registration Statement non-assessable by the Acquiring Fund, and no shareholder of the Capitol Trust or the Acquiring Fund will have any preemptive right of subscription or purchase in respect thereof. (i) All issued and outstanding shares of the Acquiring Fund Shares are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and except as described in the Registration Statement non-assessable by the Capitol Trust or the Acquiring Fundassessable. The Acquiring Fund does not have outstanding any options, warrants warrants, or other rights to subscribe for or purchase any of the Acquiring Fund’s sharesFund Shares, nor is there outstanding any security convertible into any of the Acquiring Fund’s sharesFund Shares. (ji) The execution, delivery, and performance of this Agreement, and the transactions contemplated herein, Agreement have been duly authorized by all necessary action on the part of the Board of Trustees of the Capitol Trust, on behalf of the Acquiring Fund, and this Agreement constitutes a valid and binding obligation of the Capitol Trust, on behalf of the Acquiring Fund, 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. (j) The Acquiring Fund shares to be issued and delivered to the Acquired Fund, for the account of the Acquired Fund shareholders, pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized and, when so issued and delivered, will be duly and validly issued Acquiring Fund Shares, and will be fully paid and non-assessable. (k) The information furnished or to be furnished by the Capitol Trust, on behalf of the Acquiring Fund, Fund for use in the Registration Statement no-action letters, applications for orders, registration statements, and other documents that may be necessary in connection with the transactions contemplated hereby, hereby is or shall be accurate and complete in all material respects and complies or shall comply in all material respects with federal securities and other laws and regulations applicable thereto. (l) The Registration Statement Information Statement/Prospectus (as defined in paragraph 5.9), only insofar as it relates to the Acquiring Fund, from the effective date of the Registration Statement through the date of the meeting of the shareholders of the Selling Fund contemplated herein and on Closing Date, will, with respect to the Acquiring Fund, (i) does not contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading (provided that this representation and warranty shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information that was furnished by the Allianz Trust, on behalf of the Selling Fund, for use therein), and (ii) comply in all material respects with the provisions of 1934 Act and the 1940 Act and the rules and regulations thereunder. (m) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated herein, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act, state securities laws and the Xxxx-Xxxxx-Xxxxxx Act. (n) Neither the Acquiring Fund nor, to the knowledge of the Capitol Trust, any “affiliated person” of the Acquiring Fund has been convicted of any felony or misdemeanor, described in Section 9(a)(1) of the 1940 Act, nor, to the knowledge of the Capitol Trust, has any affiliated person of the Acquiring Fund been the subject, or presently is the subject, of any proceeding or investigation with respect to any disqualification that would be a basis for denial, suspension or revocation of registration as an investment adviser under Section 203(e) of the Advisers Act or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section 15 of the 1934 Act, or for disqualification as an investment adviser, employee, officer or director of an investment company under Section 9 of the 0000 Xxx. (o) The tax representation certificate to be delivered by the Capitol Trust, on behalf of the Acquiring Fund, to Xxxxxxxxx Shur at the Closing pursuant to paragraph 8.5 hereof will not on the Closing Date 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 therein, in light of the circumstances under which such statements were made, not misleading. (pm) The Capitol Trust satisfies Acquiring Fund agrees to use all reasonable efforts to obtain the fund governance standards set forth in Rule 0-1(a)(7)(ii)approvals and authorizations required by the 1933 Act, (iii), (v), (vi) and (vii) under the 1940 Act, and such of the state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

REPRESENTATIONS OF THE ACQUIRING FUND. Except as has been fully disclosed to the Allianz Trust in Schedule 4.2 to this Agreement, the Capitol Trust, on behalf of the The Acquiring Fund, Fund represents and warrants to the Allianz Trust and the Selling Acquired Fund as follows: (a) The Acquiring Fund (and each Acquiring Class) is duly established as a separate investment series (or class of the Acquiring Fund) of the Capitol Cxxxxx Trust, a business statutory trust duly organized, validly existing, existing and in good standing under the laws of Ohio, with power under its Agreement and Declaration of Trust (the “Capitol Trust Declaration of Trust”), to own all of its assets and to carry on its business as being conducted as of the date hereof. The Capitol Trust is duly qualified to do business as a foreign trust in each jurisdiction in which the conduct of its business makes such qualified necessary except where the failure to so qualify would not have a material adverse effect on the condition (financial or otherwise), business, properties, net assets or results of operations of the Capitol Trust. The Capitol 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(o)Delaware. (b) The Acquiring Fund is a separate investment series of the Cxxxxx Trust, which is registered as an 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 the Acquiring Fund Shares under the 1933 Act is or will be in full force and effect as of the Closing Dateeffect. (c) The Post-Effective Amendments (as defined in paragraph 5.10) to be filed by the Capitol Trust, insofar as they relate to the Acquiring Fund, pursuant to this Agreement will, on the effective date of the Post-Effective Amendments, comply in all material respects with the 1933 Act and the 1940 Act and the rules and regulations thereunder. (d) The Acquiring Fund is not engaged currentlynot, and the execution, delivery and performance of this Agreement by the Capitol Trust, on behalf of the Acquiring Fund, will not result, in a material violation of Ohio law or the Capitol Cxxxxx Trust’s Declaration of Trust Instrument or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Capitol Trust, on behalf of the Acquiring Fund, is a party or by which it is bound, and the execution, delivery and performance of this Agreement by the Capitol Trust, on behalf of the Acquiring Fund, will not result in 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 Capitol Trust, on behalf of the Acquiring Fund, Fund is a party or by which it is bound. (ed) No Except as otherwise disclosed in writing to the Acquired Fund and accepted by the Acquired Fund, no litigation, administrative proceeding or, to the Capitol Trust’s knowledge, or investigation of or before any court or governmental body is presently pending or, or to the Capitol Trust’s knowledge, its knowledge threatened against the Capitol Trust, with respect to the Acquiring Fund, Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect the Acquiring Fund’s its financial condition, condition and the conduct of the Acquiring Fund’s its business or the ability of the Capitol Trust, on behalf of the Acquiring Fund, Fund to carry out the transactions contemplated by this Agreement. The Capitol Trust, on behalf Acquiring Fund knows of the Acquiring Fund, has not received any verbal or written notification from any person containing information no facts that may might form the basis for the institution of any such proceedings which, if adversely determined, would materially and adversely affect the Acquiring Fund’s financial condition, the conduct of the Acquiring Fund’s business or the ability of the Capitol Trust, on behalf of the Acquiring Fund, to carry out the transactions contemplated by this Agreement. The Capitol Trust, on behalf of the Acquiring Fund, is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects the Acquiring Fund’s its business or its ability to consummate the transactions contemplated herein on behalf of the herein. (e) The Acquiring FundFund has not yet commenced investment operations and has no known contingent liabilities. (f) The Acquiring Fund currently has no assets or liabilities and has carried on no business activities was established in order to effect the transactions described in this Agreement, and, prior to the date first shown above. Prior to the Closing Date, will not have carried on any business activities (other than such activities as are customary to the organization of a new series of a registered investment company prior to its commencement of operations). The Acquiring Fund has not yet filed its first U.S. federal income tax return and, thus, has not yet elected to be as a “regulated investment company” for U.S. federal income tax purposes. However, upon filing its first federal income tax return following the completion of its first taxable year, the Acquiring Fund shall have no liabilities and will elect to be a “regulated investment company” and, from the beginning of its only asset shall be the seed money deposited to facilitate approval of first taxable year, Acquiring Fund start-up matterswill take all steps necessary to ensure that it qualifies and will be treated as a “regulated investment company” under Sections 851 and 852 of the Code. (g) The Acquiring Fund is a newly formed separate series of the Capitol Trust that will be treated as a corporation separate from any and all other series of the Capitol Trust under Section 851(g) of the Code. Subject to the accuracy of the representations and warranties in paragraph 4.1(j), for the taxable year that includes the Closing Date and for subsequent taxable periods, the Capitol Trust reasonably expects that the Acquiring Fund will meet the requirements of Subchapter M of the Code for qualification as a regulated investment company and will be eligible to, and will, compute its Federal income tax under Section 852 of the Code. (h) The Acquiring Fund Shares to be issued and delivered to the Selling Acquired Fund pursuant to the terms of this Agreement will at the Closing Date have been duly authorized and, when so issued and delivered pursuant to this Agreementdelivered, will be legally and validly issued, fully paid and except as described in the Registration Statement non-assessable by the Acquiring Fund, and no shareholder of the Capitol Trust or the Acquiring Fund will have any preemptive right of subscription or purchase in respect thereof. (i) All issued and outstanding shares of the Acquiring Fund are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and except non-assessable. The authorized capital of the Acquiring Fund consists of an unlimited number of shares of beneficial interest, no par value. As of the date of this Agreement, the Acquiring Fund has no outstanding shares. As of the Closing Date, the Acquiring Fund will have outstanding the shares of beneficial interest issued to the shareholders of the Acquired Fund as contemplated by this Agreement, having the characteristics described in the Registration Statement non-assessable by the Capitol Trust or the Acquiring FundStatement. The Acquiring Fund does not have outstanding any options, warrants warrants, or other rights to subscribe for or purchase any of the Acquiring Fund’s sharesFund Shares, nor is there outstanding any security convertible into any of the Acquiring Fund’s sharesFund Shares. (jh) The execution, delivery, and performance of this Agreement, and the transactions contemplated herein, Agreement have been duly authorized by all necessary action on the part of the Trustees of the Capitol Trust, on behalf of the Acquiring Fund, and this Agreement constitutes a valid and binding obligation of the Capitol Trust, on behalf of the Acquiring Fund, 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. (ki) The information furnished or to be furnished by the Capitol Trust, on behalf of the Acquiring Fund, Fund for use in the Registration Statement no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated hereby, hereby is or shall be accurate and complete in all material respects and complies or shall comply in all material respects with federal securities and other laws and regulations applicable thereto. (lj) The Registration Prospectus/Proxy Statement (as defined in paragraph 5.9), only insofar as it relates to the Acquiring Fund, from the effective date of the Registration Statement through the date of the meeting of the shareholders of the Selling Fund contemplated herein and on Closing Date, will, with respect to the Acquiring Fund, (i) does not contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading (provided that this representation and warranty shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information that was furnished by the Allianz Trust, on behalf of the Selling Fund, for use therein), and (ii) comply in all material respects with the provisions of 1934 Act and the 1940 Act and the rules and regulations thereunder. (m) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated herein, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act, state securities laws and the Xxxx-Xxxxx-Xxxxxx Act. (n) Neither the Acquiring Fund nor, to the knowledge of the Capitol Trust, any “affiliated person” of the Acquiring Fund has been convicted of any felony or misdemeanor, described in Section 9(a)(1) of the 1940 Act, nor, to the knowledge of the Capitol Trust, has any affiliated person of the Acquiring Fund been the subject, or presently is the subject, of any proceeding or investigation with respect to any disqualification that would be a basis for denial, suspension or revocation of registration as an investment adviser under Section 203(e) of the Advisers Act or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section 15 of the 1934 Act, or for disqualification as an investment adviser, employee, officer or director of an investment company under Section 9 of the 0000 Xxx. (o) The tax representation certificate to be delivered by the Capitol Trust, on behalf of the Acquiring Fund, to Xxxxxxxxx Shur at the Closing pursuant to paragraph 8.5 hereof will not on the Closing Date 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 therein, in light of the circumstances under which such statements were made, not misleading. (pk) The Capitol Trust satisfies Acquiring Fund agrees to use all reasonable efforts to obtain the fund governance standards set forth in Rule 0-1(a)(7)(ii)approvals and authorizations required by the 1933 Act, (iii), (v), (vi) and (vii) under the 1940 Act, and such of the state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

REPRESENTATIONS OF THE ACQUIRING FUND. Except as has been fully disclosed to the Allianz Trust in Schedule 4.2 to this Agreement, the Capitol The Acquiring Trust, on behalf of the Acquiring Fund, represents and warrants to the Allianz Trust and the Selling Target Fund as follows: (a) The Acquiring Fund (and each Acquiring Class) is duly established as a separate investment series (or class of the Acquiring Fund) of the Capitol Trust, a business statutory trust duly organized, validly existing, and in good standing under the laws of Ohio, with power under its Agreement and Declaration of Trust (the “Capitol Trust Declaration of Trust”), to own all of its assets and to carry on its business as being conducted as of the date hereof. The Capitol Trust is duly qualified to do business as a foreign trust in each jurisdiction in which the conduct of its business makes such qualified necessary except where the failure to so qualify would not have a material adverse effect on the condition (financial or otherwise), business, properties, net assets or results of operations of the Capitol Trust. The Capitol 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(o)Delaware. (b) The Acquiring Fund is a separate investment series of the Acquiring Trust, which is registered as an 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 the Acquiring Fund Shares under the 1933 Act is or will be in full force and effect as of the Closing Dateeffect. (c) The Post-Effective Amendments (current prospectus and statement of additional information, as defined in paragraph 5.10) to be filed by of the Capitol Trust, insofar as they relate to the Acquiring Fund, pursuant to this Agreement will, on the effective date of the Post-Effective AmendmentsProspectus/Information Statement, comply of the Acquiring Fund conform in all material respects with to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunderof the Commission and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements, in light of the circumstances under which they were made, not misleading. (d) The Acquiring Fund is not engaged currentlynot, and the execution, delivery and performance of this Agreement by the Capitol Trust, on behalf of the Acquiring Fund, will not result, in a material violation of Ohio law or the Capitol Acquiring Trust’s Declaration of Trust or By-Laws Laws, or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Capitol Trust, on behalf of the Acquiring Fund, is a party or by which it is bound, and the execution, delivery and performance of this Agreement by the Capitol Trust, on behalf of the Acquiring Fund, will not result in 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 Capitol Trust, on behalf of the Acquiring Fund, Fund is a party or by which it is bound. (e) No Except as otherwise disclosed in writing to the Target Fund and accepted by the Target Fund, no litigation, administrative proceeding or, to the Capitol Trust’s knowledge, or investigation of or before any court or governmental body is presently pending or, or to the Capitol Trust’s knowledge, its knowledge threatened against the Capitol Trust, with respect to the Acquiring Fund, Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect the Acquiring Fund’s its financial condition, condition and the conduct of the Acquiring Fund’s its business or the ability of the Capitol Trust, on behalf of the Acquiring Fund, Fund to carry out the transactions contemplated by this AgreementReorganization. The Capitol Trust, on behalf Acquiring Fund knows of the Acquiring Fund, has not received any verbal or written notification from any person containing information no facts that may might form the basis for the institution of any such proceedings which, if adversely determined, would materially and adversely affect the Acquiring Fund’s financial condition, the conduct of the Acquiring Fund’s business or the ability of the Capitol Trust, on behalf of the Acquiring Fund, to carry out the transactions contemplated by this Agreement. The Capitol Trust, on behalf of the Acquiring Fund, is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects the Acquiring Fund’s its business or its ability to consummate the Reorganization or the transactions contemplated herein herein. (f) The audited financial statements of the Acquiring Fund dated September 30, 2020 are in accordance with generally accepted accounting principles consistently applied, and such statements (copies of which have been furnished to the Target Fund) fairly reflect the financial condition of the Acquiring Fund as of such date, and there are no known contingent liabilities of the Acquiring Fund as of such date not disclosed therein. (g) Since the date of the financial statements referred to in subsection (f) above, there has not been any material adverse change in the Acquiring Fund’s financial condition, assets, liabilities, or business other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Target Fund. For the purposes of this subparagraph (h), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. (h) All federal, state, local and other tax returns and reports of the Acquiring Fund required by law to be filed by it (taking into account permitted extensions for filing) have been timely filed and are complete and correct in all material respects. All federal, state, local and other taxes of the Acquiring Fund required to be paid (whether or not shown as due on behalf any such return or report) have been paid or provision shall have been made for the payment thereof and any such unpaid taxes as of the date of the financial statements referred to in subsections (f) and (g) above are properly reflected on such financial statements. To the Acquiring Fund’s knowledge, no tax authority is currently auditing or preparing to audit the Acquiring Fund, and no assessment or deficiency for taxes, interest, additions to tax or penalties has been asserted against the Acquiring Fund. (fi) The Acquiring Fund currently has no assets or liabilities and has carried on no business activities prior to the date first shown above. Prior to the Closing DateFor each taxable year of its operation, the Acquiring Fund shall have no liabilities and its only asset shall be the seed money deposited to facilitate approval of Acquiring Fund start-up matters. (g) The Acquiring Fund is a newly formed separate series of the Capitol Trust that will be has been treated as a separate corporation separate from any and all other series of the Capitol Trust under for federal income tax purposes pursuant to Section 851(g) of the Code. Subject to the accuracy of the representations and warranties in paragraph 4.1(j), for the taxable year that includes the Closing Date and for subsequent taxable periods, the Capitol Trust reasonably expects that the Acquiring Fund will meet has met the requirements of Subchapter M of the Code for qualification as a regulated investment company and will has elected to be eligible totreated as such, and will, has been eligible to compute and has computed its Federal federal income tax under Section 852 of the Code. (h) The Acquiring Fund Shares to be issued to the Selling Fund have been duly authorized and. In addition, when issued and delivered pursuant to this Agreement, will be legally and validly issued, fully paid and except as described in the Registration Statement non-assessable by the Acquiring Fund, and no shareholder of the Capitol Trust or the Acquiring Fund will have any preemptive right satisfy each of subscription or purchase in the foregoing with respect thereofto its taxable year that includes the Closing Date. (ij) All issued and outstanding shares of the Acquiring Fund shares are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and except as described in the Registration Statement non-assessable by the Capitol Trust or the Acquiring Fund. The Acquiring Fund does not have outstanding any options, warrants warrants, or other rights to subscribe for or purchase any of the Acquiring Fund’s Fund shares, nor is there outstanding any security convertible into any of the Acquiring Fund’s Fund shares. (jk) The execution, delivery, and performance of this Agreement, and the transactions contemplated herein, Agreement have been duly authorized by all necessary action on the part of the Acquiring Trust’s Board of Trustees of the Capitol Trust, on behalf of the Acquiring Fund, and this Agreement constitutes a valid and legally binding obligation of the Capitol Trust, on behalf of the Acquiring Fund, 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. (kl) The Acquiring Fund Shares to be issued and delivered to the Target Fund, for the account of the Target Fund Shareholders, pursuant to the terms of this Agreement will, at the Closing, have been duly authorized and, when so issued and delivered, will be duly and validly issued Acquiring Fund Shares, and will be fully paid and non-assessable by the Acquiring Fund. (m) The information furnished or to be furnished by the Capitol Trust, on behalf of the Acquiring Fund, Fund for use in the Registration Statement no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated hereby, Reorganization is or shall be accurate and complete in all material respects and complies or shall comply in all material respects with applicable federal securities and other laws and regulations applicable theretoregulations. (ln) The Prospectus/Information Statement included in the Registration Statement (as defined in paragraph 5.9), insofar only as it relates to the Acquiring Fund, from the effective date of the Registration Statement through the date of the meeting of the shareholders of the Selling Fund contemplated herein and on Closing Date, will, with respect to the Acquiring Fund, (i) does not contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading (provided that this representation and warranty shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information that was furnished by the Allianz Trust, on behalf of the Selling Fund, for use therein), and (ii) comply in all material respects with the provisions of 1934 Act and the 1940 Act and the rules and regulations thereunder. (m) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated herein, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act, state securities laws and the Xxxx-Xxxxx-Xxxxxx Act. (n) Neither the Acquiring Fund nor, to the knowledge of the Capitol Trust, any “affiliated person” of the Acquiring Fund has been convicted of any felony or misdemeanor, described in Section 9(a)(1) of the 1940 Act, nor, to the knowledge of the Capitol Trust, has any affiliated person of the Acquiring Fund been the subject, or presently is the subject, of any proceeding or investigation with respect to any disqualification that would be a basis for denial, suspension or revocation of registration as an investment adviser under Section 203(e) of the Advisers Act or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section 15 of the 1934 Act, or for disqualification as an investment adviser, employee, officer or director of an investment company under Section 9 of the 0000 Xxx. (o) The tax representation certificate to be delivered by the Capitol Trust, on behalf of the Acquiring Fund, to Xxxxxxxxx Shur at the Closing pursuant to paragraph 8.5 hereof will not on the Closing Date contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements therein were made, not misleading. (po) The Capitol Trust satisfies Acquiring Fund agrees to use all reasonable efforts to obtain the fund governance standards set forth in Rule 0-1(a)(7)(ii)approvals and authorizations required by the 1933 Act, (iii), (v), (vi) and (vii) under the 1940 Act, and such of the state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

REPRESENTATIONS OF THE ACQUIRING FUND. Except as has been fully disclosed to the Allianz Trust in Schedule 4.2 to this Agreement, the Capitol Trust, on behalf of TPM and the Acquiring Fund, represents Fund represent and warrants warrant to the Allianz Trust The Xxxxxxx Funds and the Selling Acquired Fund as follows: (a) The Acquiring Fund (and each Acquiring Class) is duly established as a separate investment series (or class of the Acquiring Fund) of the Capitol Trusta statutory trust, a business trust duly organized, validly existing, existing and in good standing under the laws of Ohio, with power under its Agreement and Declaration the State of Trust (the “Capitol Trust Declaration of Trust”), to own all of its assets and to carry on its business as being conducted as of the date hereof. The Capitol Trust is duly qualified to do business as a foreign trust in each jurisdiction in which the conduct of its business makes such qualified necessary except where the failure to so qualify would not have a material adverse effect on the condition (financial or otherwise), business, properties, net assets or results of operations of the Capitol Trust. The Capitol 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(o)Delaware. (b) The Acquiring Fund is a separate series of a Delaware statutory trust that is registered as an investment company classified as a management company of the open-end type, and its registration with the Commission as an management investment company under the 1940 Act, and such Delaware statutory trust’s registration with the registration of the Acquiring Fund Shares SEC as an investment company under the 1933 1940 Act is or will be in full force and effect as of the Closing Dateeffect. (c) The Post-Effective Amendments (as defined in paragraph 5.10) to be filed by the Capitol Trust, insofar as they relate to current Prospectus and Statement of Additional Information of the Acquiring Fund, pursuant to this Agreement will, on the effective date of the Post-Effective Amendments, comply Fund shall conform in all material respects with to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make such statements therein, in light of the circumstances under which they were made, not misleading. (d) The With respect to the Acquiring Fund is not engaged currentlyFund, and the execution, delivery and performance of this Agreement by the Capitol Trust, on behalf of the Acquiring Fund, will not result, result in a material violation of Ohio law or the Capitol Trustany material provision of TPM’s Agreement and Declaration of Trust or By-Laws laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Capitol Trust, on behalf of the Acquiring Fund, is a party or by which it is bound, and the execution, delivery and performance of this Agreement by the Capitol Trust, on behalf of the Acquiring Fund, will not result in 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 Capitol Trust, on behalf of the Acquiring Fund, Fund is a party or by which it is bound. (e) No Except as otherwise disclosed in writing to the Acquired Fund and accepted by the Acquired Fund, no litigation, administrative proceeding or, to the Capitol Trust’s knowledge, or investigation of or before any court or governmental body is presently pending orpending, or to the Capitol Trust’s its knowledge, threatened against the Capitol Trust, with respect to the Acquiring Fund, Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect the Acquiring Fund’s its financial condition, condition and the conduct of the Acquiring Fund’s its business or the ability of the Capitol Trust, on behalf of the Acquiring Fund, Fund to carry out the transactions contemplated by this Agreement. The Capitol Trust, on behalf Acquiring Fund knows of the Acquiring Fund, has not received any verbal or written notification from any person containing information no facts that may might form the basis for the institution of any such proceedings which, if adversely determined, would materially and adversely affect the Acquiring Fund’s financial condition, the conduct of the Acquiring Fund’s business or the ability of the Capitol Trust, on behalf of the Acquiring Fund, to carry out the transactions contemplated by this Agreement. The Capitol Trust, on behalf of the Acquiring Fund, it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects the Acquiring Fund’s its business or its ability to consummate the transactions transaction contemplated herein on behalf of the Acquiring Fundherein. (f) The Acquiring Fund currently has no assets or liabilities and has carried on no business activities prior to the date first shown above. Prior to the Closing Date, the Acquiring Fund shall have no liabilities and its only asset There shall be the seed money deposited to facilitate approval of Acquiring Fund start-up matters. (g) The Acquiring Fund is a newly formed separate series of the Capitol Trust that will be treated as a corporation separate from any and all other series of the Capitol Trust under Section 851(g) of the Code. Subject to the accuracy of the representations and warranties in paragraph 4.1(j), for the taxable year that includes the Closing Date and for subsequent taxable periods, the Capitol Trust reasonably expects that the Acquiring Fund will meet the requirements of Subchapter M of the Code for qualification as a regulated investment company and will be eligible to, and will, compute its Federal income tax under Section 852 of the Code. (h) The Acquiring Fund Shares to be issued to the Selling Fund have been duly authorized and, when issued and delivered pursuant to this Agreement, will be legally and validly issued, fully paid and except as described in the Registration Statement non-assessable by the Acquiring Fund, and no shareholder of the Capitol Trust or the Acquiring Fund will have any preemptive right of subscription or purchase in respect thereof. (i) All issued and outstanding shares of the Acquiring Fund prior to the Closing Date other than those issued to a seed capital investor (which shall be an affiliate of the Acquiring Fund) in order to commence operations of the Acquiring Fund; (g) All issued and outstanding Acquiring Fund Shares are, and at the Closing Date will be, duly authorized and validly issued and outstanding, fully paid and except as described in the Registration Statement non-assessable by the Capitol Trust or the Acquiring Fund. The Acquiring Fund does not have has no outstanding any options, warrants warrants, or other rights to subscribe for or purchase any of the Acquiring Fund’s sharesFund Shares, nor is and there are no outstanding any security securities convertible into any of the Acquiring Fund’s sharesFund Shares. (jh) The execution, delivery, and performance of this Agreement, and the transactions contemplated herein, have Agreement has been duly authorized by all necessary action on the part of the Trustees of the Capitol Trust, on behalf of the Acquiring Fund, and this Agreement constitutes a valid and binding obligation of the Capitol Trust, on behalf of the Acquiring 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. (ki) The information furnished or to be furnished by the Capitol Trust, on behalf of the Acquiring Fund, Fund for use in the Registration Statement no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated hereby, is or herein shall be accurate and complete in all material respects and complies or shall comply in all material respects with federal securities laws and other laws and regulations applicable theretoregulations. (lj) The Registration From the effective date of this Agreement through the Closing Date, any written information furnished by TPM with respect to the Acquiring Fund for use in the Proxy Statement (as defined in paragraph 5.9), insofar as it relates to the Acquiring Fund, from the effective date of the Registration Statement through the date of the meeting of the shareholders of the Selling Fund contemplated herein and on Closing Date, will, with respect to the Acquiring Fund, (i) not contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact5.8, or which omits to state any material fact necessary other materials provided in order to make the statements therein not false or misleading (provided that this representation and warranty shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information that was furnished by the Allianz Trust, on behalf of the Selling Fund, for use therein), and (ii) comply in all material respects connection with the provisions of 1934 Act Reorganization, does not and the 1940 Act and the rules and regulations thereunder. (m) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated herein, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act, state securities laws and the Xxxx-Xxxxx-Xxxxxx Act. (n) Neither the Acquiring Fund nor, to the knowledge of the Capitol Trust, any “affiliated person” of the Acquiring Fund has been convicted of any felony or misdemeanor, described in Section 9(a)(1) of the 1940 Act, nor, to the knowledge of the Capitol Trust, has any affiliated person of the Acquiring Fund been the subject, or presently is the subject, of any proceeding or investigation with respect to any disqualification that would be a basis for denial, suspension or revocation of registration as an investment adviser under Section 203(e) of the Advisers Act or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section 15 of the 1934 Act, or for disqualification as an investment adviser, employee, officer or director of an investment company under Section 9 of the 0000 Xxx. (o) The tax representation certificate to be delivered by the Capitol Trust, on behalf of the Acquiring Fund, to Xxxxxxxxx Shur at the Closing pursuant to paragraph 8.5 hereof will not on the Closing Date contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements therein were made, not materially misleading. (k) From the effective date of the Registration Statement (as defined in paragraph 5.7), through the time of the meeting of the Acquired Fund Shareholders and on the Closing Date, any written information furnished by TPM with respect to the Acquiring Fund for use in the Registration Statement or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not materially misleading. (l) The Acquiring Fund agrees to use all commercially reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state blue sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date. (m) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Delaware law for the execution of this Agreement by TPM, for itself and on behalf of the Acquiring Fund, or the performance of the Agreement by TPM, for itself and on behalf of the Acquiring Fund, except for the effectiveness of the Registration Statement and such other consents, approvals, authorizations and filings as have been made or received, and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date. (n) The Acquiring Fund intends to elect and qualify as a RIC under the Code and will continue to qualify as a RIC through the end of its first taxable year, and is a fund that is treated as a separate corporation under Section 851(g) of the Code. (o) The Acquiring Fund is, and will be at the time of Closing, a new series portfolio of TPM created within the last 12 months, without assets (other than seed capital) or liabilities, formed for the purpose of receiving the assets and assuming the liabilities of the Acquired Fund in connection with the Reorganization and, accordingly, the Acquiring Fund has not prepared books of account and related records or financial statements or issued any shares except those issued in a private placement to the Adviser or its affiliate to secure any required initial shareholder approvals. On the Closing Date, the Acquiring Fund will have no assets other than nominal capital contributed by the Adviser or its affiliate. (p) The Capitol Trust satisfies Acquiring Fund has no unamortized or unpaid organizational fees or expenses for which it does not expect to be reimbursed by the fund governance standards set forth in Rule 0-1(a)(7)(ii), (iii), (v), (vi) and (vii) under the 1940 ActAdviser or its affiliates.

REPRESENTATIONS OF THE ACQUIRING FUND. Except as has been fully disclosed to the Allianz Trust Forum in Schedule 4.2 to this Agreementa written instrument executed by an officer of IMST, the Capitol Trust, on behalf of IMST and the Acquiring Fund, represents Fund represent and warrants warrant to the Allianz Trust Forum and the Selling Acquired Fund as follows: (a) The Acquiring Fund (and each Acquiring Class) is will be duly established organized, as of the Effective Time, as a separate investment series (or class of the Acquiring Fund) of the Capitol TrustIMST, which is a business statutory trust duly organized, validly existing, existing and in good standing under the laws of Ohiothe State of Delaware, with power under its IMST’s Amended and Restated Agreement and Declaration of Trust (the “Capitol Trust Declaration of Trust”), ) to own all of its properties and assets and to carry on its business as being conducted as of the date hereof. The Capitol Trust it is duly qualified to do business as a foreign trust in each jurisdiction in which the conduct of its business makes such qualified necessary except where the failure to so qualify would not have a material adverse effect on the condition (financial or otherwise), business, properties, net assets or results of operations of the Capitol Trust. The Capitol 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(o)conducted. (b) The Acquiring Fund IMST is a registered as an investment company classified as a management company of the open-end typemanagement investment company, and its registration with the Commission as an investment company under the 1940 ActAct is in full force and effect, and the registration of the Acquiring Fund Shares under the 1933 Act is or will be in full force and effect as of the Closing Date. (c) The Post-Effective Amendments (as defined in paragraph 5.10) to be filed by the Capitol Trust, insofar as they relate to the Acquiring Fund, pursuant to this Agreement will, on the effective date of the Post-Effective Amendments, comply in all material respects with the 1933 Act and the 1940 Act and the rules and regulations thereunder. (d) The Acquiring Fund is not engaged currently, and the execution, delivery and performance of this Agreement by the Capitol Trust, on behalf of the Acquiring Fund, will not result, in a material violation of Ohio law or the Capitol Trust’s Declaration of Trust or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Capitol Trust, on behalf of the Acquiring Fund, is a party or by which it is bound, and the execution, delivery and performance of this Agreement by the Capitol Trust, on behalf of the Acquiring Fund, will not result in 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 Capitol Trust, on behalf of the Acquiring Fund, is a party or by which it is bound. (e) No litigation, administrative proceeding or, to the Capitol Trust’s knowledge, investigation of or before any court or governmental body is presently pending or, to the Capitol Trust’s knowledge, threatened against the Capitol Trust, with respect to the Acquiring Fund, or any of its properties or assets, which, if adversely determined, would materially and adversely affect the Acquiring Fund’s financial condition, the conduct of the Acquiring Fund’s business or the ability of the Capitol Trust, on behalf of the Acquiring Fund, to carry out the transactions contemplated by this Agreement. The Capitol Trust, on behalf of the Acquiring Fund, has not received any verbal or written notification from any person containing information that may form the basis for the institution of any such proceedings which, if adversely determined, would materially and adversely affect the Acquiring Fund’s financial condition, the conduct of the Acquiring Fund’s business or the ability of the Capitol Trust, on behalf of the Acquiring Fund, to carry out the transactions contemplated by this Agreement. The Capitol Trust, on behalf of the Acquiring Fund, is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects the Acquiring Fund’s business or its ability to consummate the transactions contemplated herein on behalf of the Acquiring Fund. (f) The Acquiring Fund currently has no assets or liabilities and has carried on no business activities prior to the date first shown above. Prior to the Closing Date, the Acquiring Fund shall have no liabilities and its only asset shall be the seed money deposited to facilitate approval of Acquiring Fund start-up matters. (g) The Acquiring Fund is a newly formed separate series of the Capitol Trust that will be treated as a corporation separate from any and all other series of the Capitol Trust under Section 851(g) of the Code. Subject to the accuracy of the representations and warranties in paragraph 4.1(j), for the taxable year that includes the Closing Date and for subsequent taxable periods, the Capitol Trust reasonably expects that the Acquiring Fund will meet the requirements of Subchapter M of the Code for qualification as a regulated investment company and will be eligible to, and will, compute its Federal income tax under Section 852 of the Code. (h) The Acquiring Fund Shares to be issued to the Selling Fund have been duly authorized and, when issued and delivered pursuant to this Agreement, will be legally and validly issued, fully paid and except as described in the Registration Statement non-assessable by the Acquiring Fund, and no shareholder of the Capitol Trust or the Acquiring Fund will have any preemptive right of subscription or purchase in respect thereof. (i) All issued and outstanding shares of the Acquiring Fund areunder the 1933 Act is, and at or will be on or before the Closing Date will beDate, duly in full force and validly issued and outstanding, fully paid and except as described in the Registration Statement non-assessable by the Capitol Trust or the Acquiring Fund. The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquiring Fund’s shares, nor is there outstanding any security convertible into any of the Acquiring Fund’s shareseffect. (j) 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 Trustees of the Capitol Trust, on behalf of the Acquiring Fund, and this Agreement constitutes a valid and binding obligation of the Capitol Trust, on behalf of the Acquiring 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. (k) The information furnished or to be furnished by the Capitol Trust, on behalf of the Acquiring Fund, for use in the Registration Statement and other documents that may be necessary in connection with the transactions contemplated hereby, is or shall be accurate and complete in all material respects and complies or shall comply in all material respects with federal securities and other laws and regulations applicable thereto. (l) The Registration Statement (as defined in paragraph 5.9), insofar as it relates to the Acquiring Fund, from the effective date of the Registration Statement through the date of the meeting of the shareholders of the Selling Fund contemplated herein and on Closing Date, will, with respect to the Acquiring Fund, (i) not contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading (provided that this representation and warranty shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information that was furnished by the Allianz Trust, on behalf of the Selling Fund, for use therein), and (ii) comply in all material respects with the provisions of 1934 Act and the 1940 Act and the rules and regulations thereunder. (mc) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated herein, except such as may be required have been obtained under the 1933 Act, the 1934 Act, Act and the 1940 Act, Act and such as may be required by state securities laws and the Xxxx-Xxxxx-Xxxxxx Act.laws; (nd) Neither the Acquiring Fund nor, to the knowledge The preliminary Prospectus and Statement of the Capitol Trust, any “affiliated person” Additional Information of the Acquiring Fund has been convicted of any felony or misdemeanor, described in Section 9(a)(1filed pursuant to Rule 485(a)(2) of the 1940 Act1933 Act in an amendment to IMST’s registration statement on Form N-1A (the “IMST Registration Statement”) with the Commission on April 24, nor2009, which will become effective prior to the knowledge Closing Date, conforms and, as of its effective date, will conform in all material respects to the applicable requirements of the Capitol Trust1933 Act and the 1940 Act and the rules and regulations thereunder and do not and, has as of its effective date, will not include any affiliated person 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 misleading. (e) No consideration other than Acquiring Fund Shares (and the Acquiring Fund’s assumption of the Liabilities) will be issued in exchange for the Assets in the Reorganization. (f) There is no plan or intention for the Acquiring Fund been the subject, to be dissolved or presently is the subject, of merged into another statutory trust or a corporation or business trust or any proceeding or investigation with respect to any disqualification that would be a basis for denial, suspension or revocation of registration “fund” thereof (as an investment adviser under defined in Section 203(e851(g)(2) of the Advisers Act or Rule 206(4)-4(bCode) thereunder or of a broker-dealer under Section 15 of following the 1934 Act, or for disqualification as an investment adviser, employee, officer or director of an investment company under Section 9 of the 0000 XxxReorganization. (og) The tax representation certificate execution, delivery and performance of this Agreement will not result in a material violation of the Declaration of Trust or IMST’s By-Laws or of any agreement, indenture, instrument, contract, lease or other undertaking to be delivered by the Capitol Trustwhich IMST, on behalf of the Acquiring Fund, is a party or by which it is bound, other than as disclosed to Xxxxxxxxx Shur at Forum. (h) The execution, delivery and performance of this Agreement will not result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which IMST, on behalf of the Acquiring Fund, is a party or by which it is bound that would materially and adversely affect its business or its ability to consummate the transactions contemplated by this Agreement, other than as disclosed to Forum. (i) Except as otherwise disclosed in writing to and accepted by Forum, no litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or, to the best of its knowledge, threatened against IMST or the Acquiring Fund that, if adversely determined, would materially and adversely affect the Acquiring Fund’s financial condition, the conduct of its business or its ability to consummate the transactions contemplated by this Agreement. IMST, on behalf of the Acquiring 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 that materially and adversely affects the Acquiring Fund’s business or its ability to consummate the transactions contemplated herein. (j) The Acquiring Fund was formed for the purpose of effecting the Reorganization, and, prior to the Closing, will have not commenced operations or carried on any business activity, will have had no assets or liabilities, will never have had an operating business, and will have no issued or outstanding shares other than as contemplated by the payment received from Atlantic with respect to the Initial Shares (as defined in paragraph 6.4) issued to Atlantic pursuant to that paragraph. (k) Acquiring Fund Shares to be issued and delivered to the Acquired Fund, for the account of the Acquired Fund Shareholders, pursuant to the terms of this Agreement will be on or before the Closing pursuant Date, duly and validly issued and outstanding, fully paid and non-assessable and will be offered and sold in compliance in all material respects with applicable registration or qualification requirements of the 1933 Act and state securities laws. The Acquiring Fund has no outstanding options, warrants or other rights to subscribe for or purchase any shares, including the Acquiring Fund Shares, of the Acquiring Fund and has no outstanding securities convertible into any shares, including the Acquiring Fund Shares, of the Acquiring Fund. (l) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action on the part of the Board of IMST, on behalf of the Acquiring Fund, and subject to approval by the Acquired Fund’s shareholders and assuming the due authorization, execution and delivery of this Agreement by Forum, this Agreement constitutes a valid and binding obligation of IMST with respect to the Acquiring 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 generally and to general equity principles. (m) The information to be furnished by IMST for use in no-action letters, applications for orders, registration statements, proxy materials and other documents filed or to be filed with any federal, state or local regulatory authority (including FINRA) that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities laws and other laws and regulations. (n) From the effective date of the Registration Statement (as defined in paragraph 8.5 hereof will not 5.6), through the time of the meeting of the Acquired Fund’s shareholders and on the Closing Date Date, any written information furnished by IMST with respect to the Acquiring Fund for use in the Proxy Statement/Prospectus (as defined paragraph 5.6), the Registration Statement or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements therein were made, not materially misleading. (o) The Acquiring Fund has no unamortized or unpaid organizational fees or expenses. (p) The Capitol Trust satisfies Acquiring Fund will be a “fund” (as defined in Section 851(g)(2) of the fund governance standards set forth in Rule 0-1(a)(7)(iiCode), will qualify for treatment under Subchapter M of the Code as a RIC in the future, and, from the date of this Agreement until the Closing Date, shall not take any action inconsistent with such efforts to qualify for treatment as a RIC in the future. (iii)q) The Acquiring Fund has no plan or intention (i) to sell or dispose of any of the Assets, except for dispositions made in the ordinary course of business or dispositions necessary to maintain its status as a RIC, or (ii) to redeem or reacquire any of the shares issued by it, except in the ordinary course of business. (r) The fair market value of the Acquiring Fund Shares received by each Acquired Fund Shareholder will be approximately equal to the fair market value of the Acquired Fund Shares actually or constructively surrendered in the exchange. (s) The Acquiring Fund Shares constitute voting stock for purposes of Sections 368(a)(1)(C) and 368(c) of the Code. (t) No expenses incurred by the Acquired Fund or on its behalf in connection with the Reorganization will be paid or assumed by the Manager, the Acquiring Fund, or any third party unless those expenses are Reorganization Expenses, and no cash or property other than Acquiring Fund Shares will be transferred to the Acquired Fund or any of its shareholders with the intention that it be used to pay any expenses (even Reorganization Expenses) thereof. (u) Immediately following consummation of the Reorganization, (v), (vii) the Acquired Fund Shareholders will own all the Acquiring Fund Shares and will own those shares solely by reason of their ownership of the Acquired Fund Shares immediately before the Reorganization and (viiii) under the 1940 ActAcquiring Fund will hold the same assets -- except for assets used to pay the Funds’ expenses incurred in connection with the Reorganization -- and be subject to the same liabilities that the Acquired Fund held or was subject to immediately before the Reorganization, plus any liabilities for those expenses; and those excepted assets, together with the amount of all redemptions and distributions (other than regular, normal dividends) the Acquired Fund makes immediately preceding the Reorganization, will, in the aggregate, constitute less than 1% of its net assets.

REPRESENTATIONS OF THE ACQUIRING FUND. Except as has been fully disclosed to the Allianz Trust Forum in Schedule 4.2 to this Agreementa written instrument executed by an officer of IMST, the Capitol Trust, on behalf of IMST and the Acquiring Fund, represents Fund represent and warrants warrant to the Allianz Trust Forum and the Selling Acquired Fund as follows: (a) The Acquiring Fund (and each Acquiring Class) is will be duly established organized, as of the Effective Time, as a separate investment series (or class of the Acquiring Fund) of the Capitol TrustIMST, which is a business statutory trust duly organized, validly existing, existing and in good standing under the laws of Ohiothe State of Delaware, with power under its IMST’s Amended and Restated Agreement and Declaration of Trust (the “Capitol Trust Declaration of Trust”), ) to own all of its properties and assets and to carry on its business as being conducted as of the date hereof. The Capitol Trust it is duly qualified to do business as a foreign trust in each jurisdiction in which the conduct of its business makes such qualified necessary except where the failure to so qualify would not have a material adverse effect on the condition (financial or otherwise), business, properties, net assets or results of operations of the Capitol Trust. The Capitol 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(o)conducted. (b) The Acquiring Fund IMST is a registered as an investment company classified as a management company of the open-end typemanagement investment company, and its registration with the Commission as an investment company under the 1940 ActAct is in full force and effect, and the registration of the Acquiring Fund Shares under the 1933 Act is or will be in full force and effect as of the Closing Date. (c) The Post-Effective Amendments (as defined in paragraph 5.10) to be filed by the Capitol Trust, insofar as they relate to the Acquiring Fund, pursuant to this Agreement will, on the effective date of the Post-Effective Amendments, comply in all material respects with the 1933 Act and the 1940 Act and the rules and regulations thereunder. (d) The Acquiring Fund is not engaged currently, and the execution, delivery and performance of this Agreement by the Capitol Trust, on behalf of the Acquiring Fund, will not result, in a material violation of Ohio law or the Capitol Trust’s Declaration of Trust or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Capitol Trust, on behalf of the Acquiring Fund, is a party or by which it is bound, and the execution, delivery and performance of this Agreement by the Capitol Trust, on behalf of the Acquiring Fund, will not result in 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 Capitol Trust, on behalf of the Acquiring Fund, is a party or by which it is bound. (e) No litigation, administrative proceeding or, to the Capitol Trust’s knowledge, investigation of or before any court or governmental body is presently pending or, to the Capitol Trust’s knowledge, threatened against the Capitol Trust, with respect to the Acquiring Fund, or any of its properties or assets, which, if adversely determined, would materially and adversely affect the Acquiring Fund’s financial condition, the conduct of the Acquiring Fund’s business or the ability of the Capitol Trust, on behalf of the Acquiring Fund, to carry out the transactions contemplated by this Agreement. The Capitol Trust, on behalf of the Acquiring Fund, has not received any verbal or written notification from any person containing information that may form the basis for the institution of any such proceedings which, if adversely determined, would materially and adversely affect the Acquiring Fund’s financial condition, the conduct of the Acquiring Fund’s business or the ability of the Capitol Trust, on behalf of the Acquiring Fund, to carry out the transactions contemplated by this Agreement. The Capitol Trust, on behalf of the Acquiring Fund, is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects the Acquiring Fund’s business or its ability to consummate the transactions contemplated herein on behalf of the Acquiring Fund. (f) The Acquiring Fund currently has no assets or liabilities and has carried on no business activities prior to the date first shown above. Prior to the Closing Date, the Acquiring Fund shall have no liabilities and its only asset shall be the seed money deposited to facilitate approval of Acquiring Fund start-up matters. (g) The Acquiring Fund is a newly formed separate series of the Capitol Trust that will be treated as a corporation separate from any and all other series of the Capitol Trust under Section 851(g) of the Code. Subject to the accuracy of the representations and warranties in paragraph 4.1(j), for the taxable year that includes the Closing Date and for subsequent taxable periods, the Capitol Trust reasonably expects that the Acquiring Fund will meet the requirements of Subchapter M of the Code for qualification as a regulated investment company and will be eligible to, and will, compute its Federal income tax under Section 852 of the Code. (h) The Acquiring Fund Shares to be issued to the Selling Fund have been duly authorized and, when issued and delivered pursuant to this Agreement, will be legally and validly issued, fully paid and except as described in the Registration Statement non-assessable by the Acquiring Fund, and no shareholder of the Capitol Trust or the Acquiring Fund will have any preemptive right of subscription or purchase in respect thereof. (i) All issued and outstanding shares of the Acquiring Fund areunder the 1933 Act is, and at or will be on or before the Closing Date will beDate, duly in full force and validly issued and outstanding, fully paid and except as described in the Registration Statement non-assessable by the Capitol Trust or the Acquiring Fund. The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquiring Fund’s shares, nor is there outstanding any security convertible into any of the Acquiring Fund’s shareseffect. (j) 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 Trustees of the Capitol Trust, on behalf of the Acquiring Fund, and this Agreement constitutes a valid and binding obligation of the Capitol Trust, on behalf of the Acquiring 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. (k) The information furnished or to be furnished by the Capitol Trust, on behalf of the Acquiring Fund, for use in the Registration Statement and other documents that may be necessary in connection with the transactions contemplated hereby, is or shall be accurate and complete in all material respects and complies or shall comply in all material respects with federal securities and other laws and regulations applicable thereto. (l) The Registration Statement (as defined in paragraph 5.9), insofar as it relates to the Acquiring Fund, from the effective date of the Registration Statement through the date of the meeting of the shareholders of the Selling Fund contemplated herein and on Closing Date, will, with respect to the Acquiring Fund, (i) not contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading (provided that this representation and warranty shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information that was furnished by the Allianz Trust, on behalf of the Selling Fund, for use therein), and (ii) comply in all material respects with the provisions of 1934 Act and the 1940 Act and the rules and regulations thereunder. (mc) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated herein, except such as may be required have been obtained under the 1933 Act, the 1934 Act, Act and the 1940 Act, Act and such as may be required by state securities laws and the Xxxx-Xxxxx-Xxxxxx Act.laws; (nd) Neither the Acquiring Fund nor, to the knowledge The preliminary Prospectus and Statement of the Capitol Trust, any “affiliated person” Additional Information of the Acquiring Fund has been convicted of any felony or misdemeanor, described in Section 9(a)(1filed pursuant to Rule 485(a)(2) of the 1940 Act1933 Act in an amendment to IMST’s registration statement on Form N-1A (the “IMST Registration Statement”) with the Commission on April 24, nor2009, which will become effective prior to the knowledge Closing Date, conforms and, as of its effective date, will conform in all material respects to the applicable requirements of the Capitol Trust1933 Act and the 1940 Act and the rules and regulations thereunder and do not and, has as of its effective date, will not include any affiliated person 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 misleading. (e) No consideration other than Acquiring Fund Shares (and the Acquiring Fund’s assumption of the Liabilities) will be issued in exchange for the Assets in the Reorganization. (f) There is no plan or intention for the Acquiring Fund been the subject, to be dissolved or presently is the subject, of merged into another statutory trust or a corporation or business trust or any proceeding or investigation with respect to any disqualification that would be a basis for denial, suspension or revocation of registration “fund” thereof (as an investment adviser under defined in Section 203(e851(g)(2) of the Advisers Act or Rule 206(4)-4(bCode) thereunder or of a broker-dealer under Section 15 of following the 1934 Act, or for disqualification as an investment adviser, employee, officer or director of an investment company under Section 9 of the 0000 XxxReorganization. (og) The tax representation certificate execution, delivery and performance of this Agreement will not result in a material violation of the Declaration of Trust or IMST’s By-Laws or of any agreement, indenture, instrument, contract, lease or other undertaking to be delivered by the Capitol Trustwhich IMST, on behalf of the Acquiring Fund, is a party or by which it is bound, other than as disclosed to Xxxxxxxxx Shur at Forum. (h) The execution, delivery and performance of this Agreement will not result in the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which IMST, on behalf of the Acquiring Fund, is a party or by which it is bound that would materially and adversely affect its business or its ability to consummate the transactions contemplated by this Agreement, other than as disclosed to Forum. (i) Except as otherwise disclosed in writing to and accepted by Forum, no litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or, to the best of its knowledge, threatened against IMST or the Acquiring Fund that, if adversely determined, would materially and adversely affect the Acquiring Fund’s financial condition, the conduct of its business or its ability to consummate the transactions contemplated by this Agreement. IMST, on behalf of the Acquiring 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 that materially and adversely affects the Acquiring Fund’s business or its ability to consummate the transactions contemplated herein. (j) The Acquiring Fund was formed for the purpose of effecting the Reorganization, and, prior to the Closing, will have not commenced operations or carried on any business activity, will have had no assets or liabilities, will never have had an operating business, and will have no issued or outstanding shares other than as contemplated by the payment received from Atlantic with respect to the Initial Shares (as defined in paragraph 6.4) issued to Atlantic pursuant to that paragraph. (k) Acquiring Fund Shares to be issued and delivered to the Acquired Fund, for the account of the Acquired Fund Shareholders, pursuant to the terms of this Agreement will be on or before the Closing pursuant Date, duly and validly issued and outstanding, fully paid and non-assessable and will be offered and sold in compliance in all material respects with applicable registration or qualification requirements of the 1933 Act and state securities laws. The Acquiring Fund has no outstanding options, warrants or other rights to subscribe for or purchase any shares, including the Acquiring Fund Shares, of the Acquiring Fund and has no outstanding securities convertible into any shares, including the Acquiring Fund Shares, of the Acquiring Fund. (l) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action on the part of the Board of IMST, on behalf of the Acquiring Fund, and subject to approval by the Acquired Fund’s shareholders and assuming the due authorization, execution and delivery of this Agreement by Forum, this Agreement constitutes a valid and binding obligation of IMST with respect to the Acquiring 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 generally and to general equity principles. (m) The information to be furnished by IMST for use in no-action letters, applications for orders, registration statements, proxy materials and other documents filed or to be filed with any federal, state or local regulatory authority (including FINRA) that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities laws and other laws and regulations. (n) From the effective date of the Registration Statement (as defined in paragraph 8.5 hereof will not 5.6), through the time of the meeting of the Acquired Fund’s shareholders and on the Closing Date Date, any written information furnished by IMST with respect to the Acquiring Fund for use in the Proxy Statement/Prospectus (as defined paragraph 5.6), the Registration Statement or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements therein were made, not materially misleading. (o) The Acquiring Fund has no unamortized or unpaid organizational fees or expenses. (p) The Capitol Trust satisfies Acquiring Fund will be a “fund” (as defined in Section 851(g)(2) of the fund governance standards set forth in Rule 0-1(a)(7)(iiCode), will qualify for treatment under Subchapter M of the Code as a RIC in the future, and, from the date of this Agreement until the Closing Date, shall not take any action inconsistent with such efforts to qualify for treatment as a RIC in the future. (iii)q) The Acquiring Fund has no plan or intention (i) to sell or dispose of any of the Assets, except for dispositions made in the ordinary course of business or dispositions necessary to maintain its status as a RIC, or (ii) to redeem or reacquire any of the shares issued by it, except in the ordinary course of business. (r) The fair market value of the Acquiring Fund Shares received by each Acquired Fund Shareholder will be approximately equal to the fair market value of the Acquired Fund Shares actually or constructively surrendered in the exchange. (s) The Acquiring Fund Shares constitute voting stock for purposes of Sections 368(a)(1)(C) and 368(c) of the Code. (t) No expenses incurred by the Acquired Fund or on its behalf in connection with the Reorganization will be paid or assumed by the Manager, the Acquiring Fund, or any third party unless those expenses are Reorganization Expenses, and no cash or property other than Acquiring Fund Shares will be transferred to the Acquired Fund or any of its shareholders with the intention that it be used to pay any expenses (even Reorganization Expenses) thereof. (u) Immediately following consummation of the Reorganization, (v), (vii) the Acquired Fund Shareholders will own all the Acquiring Fund Shares and will own those shares solely by reason of their ownership of the Acquired Fund Shares immediately before the Reorganization and (viiii) under the 1940 ActAcquiring Fund will hold the same assets and be subject to the same liabilities that the Acquired Fund held or was subject to immediately before the Reorganization, plus any liabilities for those expenses; and those excepted assets, together with the amount of all redemptions and distributions (other than regular, normal dividends) the Acquired Fund makes immediately preceding the Reorganization, will, in the aggregate, constitute less than 1% of its net assets.