AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this 9th day of November, 2023 by and between Hotchkis and Wiley Funds, a Delaware statutory trust (the “Successor Trust”), on behalf of itself and HW Opportunities MP Fund, a series of the Successor Trust (the “Successor Fund”), Series Portfolios Trust, a Delaware statutory trust (the “Predecessor Trust”), on behalf of itself and HW Opportunities MP Fund, a series of the Predecessor Trust (the “Predecessor Fund” and together with the Successor Fund, each, a “Fund” and together, the “Funds”), and Hotchkis & Wiley Capital Management, LLC (for purposes of Sections 1.10 and 9.1 of the Agreement only), the investment adviser to each Fund (the “Adviser”). References herein to a “party” or the “parties” to this Agreement mean the Successor Trust and/or the Predecessor Trust. The Successor Trust has its principal place of business at 601 South Figueroa Street, 39th Floor Los Angeles, California 90017. The Predecessor Trust has its principal place of business at 615 East Michigan Street, Milwaukee, Wisconsin 53202.

This Agreement is intended to be, and is adopted as, a plan of reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder. The reorganization (the “Reorganization”) will consist of: (i) the transfer and delivery of all the assets of the Predecessor Fund to the Successor Fund in exchange solely for shares of beneficial interest, par value $0.001 per share, of the Successor Fund (“Successor Fund Shares”) and the assumption by the Successor Fund of all the liabilities of the Predecessor Fund; and (ii) the pro rata distribution of the Successor Fund Shares to the shareholders of the Predecessor Fund, in complete liquidation and termination of the Predecessor Fund as provided herein, all upon the terms and conditions set forth in this Agreement.

WHEREAS, the Funds are each a separate series of their respective Trusts, and are each an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Successor Fund has been organized in order to continue the business and operations of the Predecessor Fund;

WHEREAS, the Successor Fund currently has no assets and has carried on no business activities prior to the date first shown above and will have no assets and will have carried on no business activities prior to the consummation of the transactions described herein except as necessary to facilitate the organization of the Successor Fund as a new series of the Successor Trust or to consummate the transactions described herein;

WHEREAS, the Successor Fund is authorized to issue the Successor Fund Shares; and

WHEREAS, the Board of Trustees of the SuccessorTrust (the “Successor Fund Board”) and the Board of Trustees of the Predecessor Trust (the “Predecessor Fund Board”), including a majority of the board members of each of the Predecessor Fund Board and Successor Fund Board who are not “interested persons” as defined by the 1940 Act, have made the

determinations required by Rule 17a-8(a)(2) under the 1940 Act with respect to the Successor Fund and Predecessor Fund, respectively.

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

ARTICLE I

TRANSFER OF ASSETS OF THE PREDECESSOR FUND IN EXCHANGE FOR SUCCESSOR FUND SHARES AND THE ASSUMPTION OF THE PREDECESSOR FUND’S LIABILITIES AND TERMINATION AND LIQUIDATION OF THE PREDECESSOR FUND

1.1THE EXCHANGE. Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, the Predecessor Fund agrees to assign, transfer and convey all of its assets, as set forth in Section 1.2, to the Successor Fund. In consideration therefor, the Successor Fund agrees: (i) to deliver to the Predecessor Fund the number of full and fractional Successor Fund Shares, computed in the manner set forth in Section 2.3; and (ii) to assume all the liabilities of the Predecessor Fund, as set forth in Section 1.3. All Successor Fund Shares delivered to the Predecessor Fund shall be delivered at net asset value without a sales load, commission or other similar fee being imposed. Such transactions shall take place at the closing provided for in Section 3.1 (the “Closing”).

1.2ASSETS TO BE TRANSFERRED. The Predecessor Fund shall assign, transfer and convey all of its assets to the Successor Fund, including, without limitation, all rights, cash, securities, commodities, interests in futures, forwards, swaps and other financial instruments, claims (whether absolute or contingent, known or unknown), receivables (including dividends, interest, principal, subscriptions and other receivables), goodwill and other intangible property, contractual rights and choses in action, all books and records belonging to the Predecessor Fund, and all other assets and any deferred or prepaid expenses shown as an asset on the books of the Predecessor Fund as of the Closing, and all interests, rights, privileges and powers.

Other than as discussed herein and other than in the Predecessor Fund’s ordinary course of business of being an investment company registered under the 1940 Act, the Predecessor Fund has no plan or intent to sell or otherwise dispose of any of its assets prior to the Closing.

1.3LIABILITIES TO BE ASSUMED. At the Closing, the Successor Fund will assume all of the Predecessor Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable at the Closing, and whether or not specifically referred to in this Agreement, except that any expenses of the Reorganization contemplated to be paid by the Predecessor Fund shall, pursuant to Article IX, not be assumed or paid by the Successor Fund. All rights to indemnification and all limitations of liability existing in favor of the Predecessor Trust’s current and former directors and officers, acting in their capacities as such, under the organizational documents of the Predecessor Trust as in effect as of the date of this Agreement or under any other agreement of the Predecessor Trust or Predecessor Fund shall survive the Reorganization and continue in full force and effect, without any amendment thereto except as agreed upon by the parties.

1.4LIQUIDATING DISTRIBUTION. Immediately after the Closing, the Predecessor Fund will distribute in complete liquidation of the Predecessor Fund the Successor Fund Shares received pursuant to Section 1.1 to its shareholders of record, determined as of the time of such distribution (each a “Predecessor Fund Shareholder” and collectively, the “Predecessor Fund Shareholders”), on a pro rata basis. Such distribution will be accomplished by the transfer of the Successor Fund Shares then credited to the account of the Predecessor Fund on the books of the Successor Fund to open accounts on the share records of the Successor Fund in the names of the Predecessor Fund Shareholders. All issued and outstanding shares of the Predecessor Fund will simultaneously be cancelled on the books of the Predecessor Fund and retired. The Successor Fund shall not issue certificates representing Successor Fund Shares in connection with such transfers.

1.5OWNERSHIP OF SHARES. Ownership of Successor Fund Shares will be shown on the books of the Successor Fund’s transfer agent. Successor Fund Shares will be issued to the Predecessor Fund, in an amount computed in the manner set forth in Section 2.3, to be distributed to the Predecessor Fund Shareholders.

1.6TRANSFER TAXES. Any transfer taxes payable upon the issuance of Successor Fund Shares due a Predecessor Fund Shareholder pursuant to Section 1.4 that result from such issuance being made to an account in a name other than the registered holder of such Predecessor Fund shares on the books of the Predecessor Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Successor Fund Shares are to be issued and transferred.

1.7LIQUIDATION AND TERMINATION. The Predecessor Fund shall completely liquidate and be dissolved, terminated and have its affairs wound up in accordance with the Predecessor Trust’s governing documents, Delaware state law, and the federal securities laws promptly following the Closing and the making of all distributions pursuant to Section 1.4, but in no event later than 12 months following the Closing Date (as defined in Section 3.1).

1.8REPORTING. Any reporting responsibility of the Predecessor Fund, including, without limitation, the responsibility for filing of regulatory reports, tax returns or other documents with the Securities and Exchange Commission (the “Commission”), any state securities commission and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Predecessor Fund.

1.9BOOKS AND RECORDS. All books and records of the Predecessor Fund, including all books and records required to be maintained under the 1940 Act, and the rules and regulations thereunder, shall be available to the Successor Fund from and after the Closing Date and shall be turned over to the Successor Fund as soon as practicable following the Closing. All books and records held by the Predecessor Trust associated with the Predecessor Fund shall be available to the Successor Trust from and after the Closing Date and shall be turned over to the Successor Trust to hold for the Successor Fund as soon as practicable following the Closing.

1.10INITIAL SHARE. Prior to the Closing, the Successor Fund will issue one share of beneficial interest of the Successor Fund (the “Initial Share”) to the Adviser or one of its

affiliates (the “Sole Shareholder”) in exchange for $10.00 for the sole purpose of allowing the Sole Shareholder to approve certain matters to facilitate the organization of the Successor Fund. Prior to the Closing, the Initial Share will be redeemed and cancelled by the Successor Fund in exchange for $10.00.

1.11ACCOUNTING AND PERFORMANCE SURVIVOR. The Predecessor Fund shall be the accounting and performance survivor in the Reorganization, with the result that the Successor Fund, as the corporate survivor in the Reorganization, shall adopt the accounting and performance history of the Predecessor Fund.

ARTICLE II

VALUATION

2.1VALUATION OF PREDECESSOR FUND ASSETS. The value of the Predecessor Fund’s assets and liabilities shall be computed as of the close of regular trading on the New York Stock Exchange (“NYSE”) on the Closing Date (such time and date being hereinafter called the “Valuation Time”), using the valuation procedures adopted by the Predecessor Fund Board (in effect as of the Closing) or such other valuation procedures as shall be mutually agreed upon by the parties.

2.2VALUATION OF SUCCESSOR FUND SHARES. The net asset value per share of Successor Fund Shares shall be the net asset value per share of the Predecessor Fund computed as of the Valuation Time, using the valuation procedures set forth in Section 2.1.

2.3SHARES TO BE ISSUED. The number of Successor Fund Shares to be issued (including fractional shares, if any) in consideration for the net assets as described in Article I, shall be determined by dividing the value of the assets (net of liabilities) of the Predecessor Fund determined in accordance with Section 2.1 by the net asset value of a Successor Fund Share determined in accordance with Section 2.2. Shareholders of record of the Predecessor Fund at the Closing will be credited with full and fractional shares of the Successor Fund.

2.4EFFECT OF SUSPENSION IN TRADING. In the event that on the Closing Date, either: (a) the NYSE or another primary exchange on which the portfolio securities of the Successor Fund or the Predecessor Fund are purchased or sold shall be closed to trading or trading on such exchange shall be restricted; or (b) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Predecessor Fund is impracticable, the Closing Date shall be postponed until at least the first business day when trading is fully resumed and reporting is restored; provided that if trading is not fully resumed and reporting restored within 10 business days of the Valuation Time, this Agreement may be terminated by either the Predecessor Fund or the Successor Fund upon giving written notice to the other party.

ARTICLE III

CLOSING AND CLOSING DATE

3.1CLOSING. The Closing shall occur on December 15, 2023 or such other date as the parties may agree (the “Closing Date”). Unless otherwise provided, all acts taking place at the Closing shall be deemed to take place as of immediately after the Valuation Time on the Closing Date (the “Effective Time”). The Closing shall be held as of the close of business at the offices of Vedder Price P.C. in Chicago, Illinois or at such other time and/or place as the parties may agree.

3.2CUSTODIAN’S CERTIFICATE. The Predecessor Fund shall cause its custodian to deliver to the Successor Fund at the Closing a certificate of an authorized officer stating that: (a) the Predecessor Fund’s portfolio securities, cash, and any other assets shall have been delivered in proper form to the Successor Fund’s custodian on behalf of the Successor Fund as of the Closing; and (b) all necessary taxes, including all applicable federal and state stock transfer stamps, if any, shall have been paid, or provision for payment shall have been made, in conjunction with the delivery of portfolio securities by the Predecessor Fund. The Predecessor Fund’s securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the 1940 Act) or other permitted counterparties or a futures commission merchant (as defined in Rule 17f-6 under the 1940 Act) shall be delivered as of the Closing by book entry in accordance with the customary practices of such depositories and futures commission merchants and the custodian. The cash to be transferred by the Predecessor Fund shall be transferred and delivered by the Predecessor Fund as of the Closing for the account of the Successor Fund.

3.3TRANSFER AGENT’S CERTIFICATE. The Predecessor Fund shall cause its transfer agent to deliver to the Successor Fund at the Closing a certificate of an authorized officer stating that such transfer agent’s records contain the names and addresses of all the Predecessor Fund Shareholders, and the number and percentage ownership of outstanding shares owned by each such shareholder as of the Closing. The Successor Fund shall issue and deliver or cause its transfer agent to issue and deliver to the Predecessor Fund a confirmation evidencing the Successor Fund Shares to be credited at the Closing to the Secretary or other officer of the Predecessor Trust or provide evidence satisfactory to the Predecessor Fund that such Successor Fund Shares have been credited to the Predecessor Fund’s account on the books of the Successor Fund.

3.4DELIVERY OF ADDITIONAL ITEMS. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, receipts and other documents, if any, as such other party or its counsel may reasonably request to effect the transactions contemplated by this Agreement.

3.5FAILURE TO DELIVER ASSETS. If the Predecessor Fund is unable to make delivery pursuant to paragraph 3.2 hereof to the custodian for the Successor Fund of any of the assets of the Predecessor Fund for the reason that any of such assets have not yet been delivered to it by the Predecessor Fund’s broker, dealer or other counterparty, then, in lieu of such delivery, the Predecessor Fund shall deliver, with respect to said assets, executed copies of an agreement of assignment and due bills executed on behalf of said broker, dealer or other

counterparty, together with such other documents as may be required by the Successor Fund or its custodian, including brokers’ confirmation slips.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1REPRESENTATIONS OF THE PREDECESSOR TRUST, ON ITS BEHALF AND ON BEHALF OF THE PREDECESSOR FUND. The Predecessor Trust, on its behalf and on behalf of the Predecessor Fund, represents and warrants as follows:

(a)The Predecessor Trust is a business trust duly organized, validly existing and in good standing under the laws of the State of Delaware with the power to carry out its obligations under this Agreement. The Predecessor Trust is duly authorized to transact business in the State of Delaware and is qualified to do business in all jurisdictions in which it is required to be so qualified, except jurisdictions in which the failure to so qualify would not have a material adverse effect on the Predecessor Fund. The Predecessor Trust, on behalf of the Predecessor Fund, has all material federal, state and local authorizations necessary to own all its properties and assets and to carry on its business as now being conducted, except authorizations which the failure to so obtain would not have a material adverse effect on the Predecessor Fund.

(b)The Predecessor Fund is a separate series of the Predecessor Trust duly established and designated in accordance with the applicable provisions of the Predecessor Trust’s Amended and Restated Agreement and Declaration of Trust (the “Predecessor Declaration of Trust”) and the 1940 Act.

(c)The Predecessor Trust is registered with the Commission as an open-end management investment company under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act, and the registration of the Predecessor Fund’s shares under the Securities Act of 1933, as amended (the “1933 Act”), are in full force and effect, and no action or proceeding to revoke or suspend such registrations, to the knowledge of the Predecessor Trust, is pending or threatened. The Predecessor Trust is in compliance in all material respects with the 1940 Act and the rules and regulations thereunder with respect to the Predecessor Fund.

(d)The Predecessor Fund is not, and the execution, delivery, and performance of this Agreement (subject to shareholder approval) will not result, in the violation of any provision of the Predecessor Declaration of Trust or Amended and Restated By-Laws of the Predecessor Trust or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Predecessor Fund is a party or by which it is bound.

(e)Except as otherwise disclosed in writing to and accepted by the Successor Fund, the Predecessor Fund has no material contracts or other commitments that will be terminated with liability to the Predecessor Fund before the Closing.

(f)No litigation, administrative proceeding, or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Predecessor Fund or any of its properties or assets or any person whom the Predecessor Fund

may be obligated to indemnify in connection with such litigation, proceeding or investigation, which, if adversely determined, would materially and adversely affect the Predecessor Fund’s financial condition, the conduct of its business, or the ability of the Predecessor Fund to carry out the transactions contemplated by this Agreement. The Predecessor Fund knows of no facts that 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 its business or its ability to consummate the transactions contemplated herein.

(g)The financial statements of the Predecessor Fund as of June 30, 2023, and for the year then ended, have been prepared in accordance with generally accepted accounting principles and have been audited by an independent registered public accounting firm, and such statements (copies of which have been furnished to the Successor Fund) fairly reflect the financial condition of the Predecessor Fund as of June 30, 2023, and there are no known liabilities, contingent or otherwise, of the Predecessor Fund as of such date that are not disclosed in such statements.

(h)Since the date of the financial statements referred to in subsection (g) above, there have been no material adverse changes in the Predecessor Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business) and there are no known contingent liabilities or indebtedness of the Predecessor Fund arising after such date, except as have been disclosed in writing to the Successor Fund. For the purposes of this subsection (h), a decline in the net asset value of the Predecessor Fund shall not constitute a material adverse change.

(i)All federal, state, local and other tax returns and reports of the Predecessor 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 Predecessor Fund required to be paid (whether or not shown on 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 above, are properly reflected thereon. To the best of the Predecessor Fund’s knowledge, no tax authority is currently auditing or preparing to audit the Predecessor Fund, and no assessment for taxes, interest, additions to tax or penalties has been or will be asserted against the Predecessor Fund.

(j)All issued and outstanding shares of the Predecessor Fund are, and as of the Closing will be, duly and validly issued and outstanding, fully paid and non-assessable by the Predecessor Fund. All the issued and outstanding shares of the Predecessor Fund will, at the time of the Closing, be held by the persons and in the amounts set forth in the records of the Predecessor Fund’s transfer agent as provided in Section 3.3. The Predecessor Fund has no outstanding options, warrants or other rights to subscribe for or purchase any shares of the Predecessor Fund, and has no outstanding securities convertible into shares of the Predecessor Fund.

(k)At the Closing, the Predecessor Fund will have good and marketable title to the Predecessor Fund’s assets to be transferred to the Successor Fund pursuant to Section 1.2,

and full right, power, and authority to sell, assign, transfer, and deliver such assets free and clear of any liens, encumbrances and restrictions on transfer, except those liens, encumbrances and restrictions for which the Successor Fund has received written notice of prior to the Closing and not objected to, and the Successor Fund will acquire good and marketable title thereto, subject to no other restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act.

(l)The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Predecessor Fund including the determinations of the Predecessor Fund Board required by Rule 17a-8(a)(2) of the 1940 Act, and no consent, approval, authorization or order of any court or governmental authority is required to effect the transactions contemplated by this Agreement, except as may be required under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), the 1940 Act and state securities or “Blue Sky” laws (including the laws of the District of Columbia and of Puerto Rico). This Agreement constitutes a valid and binding obligation of the Predecessor Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles.

(m)The information to be furnished by the Predecessor Fund for use in no-action letters, applications for orders, registration statements, proxy materials and other documents 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 and other laws and regulations.

(n)The written information furnished and to be furnished by the Predecessor Trust with respect to the Predecessor Fund for use in the Registration Statement (as defined in Section 5.7), Proxy Materials (as defined in Section 5.7) and any supplement or amendment thereto or to the documents included or incorporated by reference therein, 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 misleading.

(o)For each taxable year of its operations, the Predecessor Fund (i) has elected to qualify, and has qualified or will qualify (in the case of the taxable year that includes the Closing Date for that portion of such taxable year ending with the Closing Date), as a “regulated investment company” under the Code (a “RIC”); (ii) has been eligible to compute and has computed its federal income tax under Section 852 of the Code; and (iii) has been, and will be as of the Closing, treated as a separate corporation for federal income tax purposes pursuant to Section 851(g) of the Code. The Predecessor Fund will qualify as a RIC as of the Closing and will have satisfied, as of the close of its most recent prior quarter of its taxable year, the diversification requirements of Section 851(b)(3) of the Code without regard to the last sentence of Section 851(d)(1) of the Code. The Predecessor Fund has not taken any action, caused any action to be taken or caused any action to fail to be taken which action or failure could cause the Predecessor Fund to fail to qualify as a RIC under the Code. The Predecessor

Fund has no earnings and profits accumulated in any taxable year in which the provisions of Subchapter M of the Code did not apply to it and has not at any time since its inception been liable for, and is not now liable for, any material income or excise tax pursuant to Section 852 or Section 4982 of the Code. The Predecessor Fund is in compliance in all material respects with applicable regulations of the Internal Revenue Service pertaining to the reporting of dividends and other distributions on, and redemptions of, its shares and to withholding in respect of dividends and other distributions to shareholders and is not liable for any material penalties that could be imposed thereunder.

(p)The Predecessor Fund’s investment operations from inception to the date hereof have been in compliance in all material respects with the investment policies and investment restrictions set forth in the Predecessor Fund’s prospectus, except as has been disclosed in writing to the Successor Fund.

(q)The Predecessor Trust has adopted and implemented written policies and procedures in accordance with Rule 38a-1 under the 1940 Act relating to the Predecessor Fund.

(r)The Predecessor Trust and the Predecessor Fund have adopted written policies and procedures related to insider trading and a code of ethics that complies with all applicable provisions of Section 17(j) of the 1940 Act and Rule 17j-1 thereunder.

4.2REPRESENTATIONS OF THE SUCCESSOR TRUST, ON ITS BEHALF AND ON BEHALF OF THE SUCCESSOR FUND. The Successor Trust, on its behalf and on behalf of the Successor Fund, represents and warrants as follows:

(a)The Successor Trust is a business trust duly organized, validly existing and in good standing under the laws of the State of Delaware with the power to carry out its obligations under this Agreement. The Successor Trust is duly authorized to transact business in the State of Delaware and is qualified to do business in all jurisdictions in which it is required to be so qualified, except jurisdictions in which the failure to so qualify would not have a material adverse effect on the Successor Trust. The Successor Trust, on behalf of the Successor Fund, has all material federal, state and local authorizations necessary to own all of the properties and assets of the Predecessor Fund, except authorizations which the failure to so obtain would not have a material adverse effect on the Successor Trust.

(b)The Successor Fund is a separate series of the Successor Trust duly established and designated in accordance with the applicable provisions of the Successor Trust’s Agreement and Declaration of Trust, as amended (the “Successor Declaration of Trust”), and the 1940 Act.

(c)The Successor Trust is registered with the Commission as an open-end management investment company under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act, and the registration of Successor Fund Shares under the 1933 Act, are in full force and effect or will be in full force and effect as of the Closing (or if the Closing does not take place during business hours, the business day immediately following the Closing), and to the knowledge of the Successor Trust, no action or proceeding to

revoke or suspend such registrations is pending or threatened. The Successor Trust is in compliance in all material respects with the 1940 Act and the rules and regulations thereunder with respect to the Successor Fund.

(d)The Successor Fund is not, and the execution, delivery and performance of this Agreement will not result, in a violation of the Successor Declaration of Trust or By-Laws, as amended, of the Successor Trust or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Successor Fund is a party or by which it is bound.

(e)All Successor Fund Shares to be issued in exchange for the net assets of the Predecessor Fund pursuant to this Agreement will be, when so issued, duly and validly issued and outstanding, fully paid and non-assessable. The Successor Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any Successor Fund Shares, nor is there outstanding any security convertible into any shares of the Successor Fund.

(f)The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Successor Fund, including the determination of the Successor Fund Board required pursuant to Rule 17a-8(a) of the 1940 Act. This Agreement constitutes a valid and binding obligation of the Successor 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.

(g)The Successor Fund was newly formed for the sole purpose of consummating the Reorganization and continuing the business and operations of the Predecessor Fund. As of immediately prior to the Closing, the Successor Fund has not held any assets other than the consideration received for the Initial Share or engaged in any activity or business, other than such activity as necessary for the organization of a new series of an investment company prior to its commencement of operations or to consummate the transactions described herein.

(h)The written information furnished and to be furnished by the Successor Trust with respect to the Successor Fund for use in the Registration Statement, Proxy Materials and any supplement or amendment thereto or to the documents included or incorporated by reference therein, 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 misleading.

(i)The Successor Fund (i) will elect to be taxed as a RIC, will qualify for the tax treatment afforded RICs under the Code for its taxable year that includes the Closing Date, and intends to continue to qualify for such treatment for its subsequent taxable years, (ii) will be eligible to compute its federal income tax under section 852 of the Code, and will do so for the taxable year that includes the Closing Date, and (iii) will be treated as a separate corporation for federal income tax purposes pursuant to section 851(g) of the Code for the taxable year that includes the Closing Date. The Successor Fund has not taken any action, caused any action to be taken or caused any action to fail to be taken which action or failure could cause the Successor

Fund to fail to qualify as a RIC for its taxable year that includes the Closing Date. The Successor Fund has no earnings and profits accumulated in any taxable year or any other tax attributes for federal income tax purposes.

(j)Prior to the Closing, there will be no issued or outstanding shares issued by the Successor Fund, other than the Initial Share. The Initial Share will be redeemed and canceled prior to the Closing pursuant to Section 1.10.

(k)No litigation, administrative proceeding, or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Successor Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect the Successor Fund’s financial condition, the conduct of its business, or the ability of the Successor Fund to carry out the transactions contemplated by this Agreement. The Successor Fund knows of no facts that 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 its business or its ability to consummate the transactions contemplated herein.

(l)The Successor Trust has adopted and implemented written policies and procedures in accordance with Rule 38a-1 under the 1940 Act relating to the Successor Fund.

(m)The Successor Trust and the Successor Fund have adopted written policies and procedures related to insider trading and a code of ethics that complies with all applicable provisions of Section 17(j) of the 1940 Act and Rule 17j-1 thereunder.

(n)The Successor Fund does not have any unamortized or unpaid organizational fees or expenses.

(o)There is no plan or intention for the Successor Fund to be dissolved, liquidated, merged, or otherwise reorganized following the Reorganization.

ARTICLE V

COVENANTS OF THE FUNDS

5.1OPERATION IN ORDINARY COURSE. Subject to Sections 1.2 and 7.3, the Predecessor Fund will operate its business in the ordinary course between the date of this Agreement and the Closing, it being understood that such ordinary course of business will include customary dividends and distributions, any other distribution necessary or desirable to avoid federal income or excise taxes, and shareholder purchases and redemptions.

5.2APPROVAL OF SHAREHOLDERS. The Predecessor Fund Board will call a special meeting of the Predecessor Fund shareholders to consider and act upon this Agreement (and the transactions contemplated thereby) and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein (the “Predecessor Fund Meeting”).

5.3INVESTMENT REPRESENTATION. The Predecessor Fund covenants that the Successor Fund Shares to be issued pursuant to this Agreement are not being acquired for the

purpose of making any distribution, other than in connection with the Reorganization and in accordance with the terms of this Agreement.

5.4ADDITIONAL INFORMATION. The Predecessor Fund will assist the Successor Fund in obtaining such information as the Successor Fund reasonably requests concerning the beneficial ownership of the Predecessor Fund’s shares.

5.5FURTHER ACTION. Subject to the provisions of this Agreement, each Fund will take or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including any actions required to be taken after the Closing. The Successor Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state securities laws as it may deem appropriate in order to continue the Predecessor Fund’s operations after the Closing. The Successor Fund shall not issue any shares, other than the Initial Share, or other securities, or conduct any business or activity prior to the Closing except for such activity as is necessary for its organization and to consummate the transactions contemplated by this Agreement.

5.6STATEMENT OF EARNINGS AND PROFITS. As promptly as practicable, but in any case within 60 days after the Closing Date, the Predecessor Trust, on behalf of the Predecessor Fund, shall furnish the Successor Fund, in such form as is reasonably satisfactory to the Successor Fund and which shall be certified by the Predecessor Trust’s Treasurer or President, a statement of the earnings and profits of the Predecessor Fund for federal income tax purposes, as well as any net operating loss carryovers and capital loss carryovers, that will be carried over to the Successor Fund pursuant to Section 381 of the Code.

5.7PREPARATION OF PROSPECTUS/PROXY STATEMENT AND REGISTRATION STATEMENT. The Predecessor Trust, on behalf of the Predecessor Fund, and the Successor Trust, on behalf of the Successor Fund, shall cooperate in preparing and will file or will cause to be filed with the Commission a registration statement on Form N‑14 under the 1933 Act relating to the registration of the Successor Fund Shares to be issued to the Predecessor Fund and include a proxy statement with respect to the votes of the Predecessor Fund shareholders to approve this Agreement (the “Registration Statement”). The Predecessor Fund agrees to mail or otherwise deliver (e.g., by electronic means consistent with applicable regulations governing their use) to the Predecessor Fund shareholders entitled to vote at the Predecessor Fund Meeting, in sufficient time to comply with requirements as to notice thereof, the prospectus/proxy statement contained in the Registration Statement and any related proxy materials (the “Proxy Materials”), which will comply in all material respects with the applicable provisions of Section 14(a) of the 1934 Act and Section 20(a) of the 1940 Act, and the rules and regulations thereunder. If at any time prior to the Closing a party becomes aware of any untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements made not misleading in light of the circumstances under which they were made in the Registration Statement, such party shall notify each other party and the parties shall cooperate in promptly preparing and filing with the Commission and, if appropriate, distributing to Predecessor Fund shareholders appropriate disclosure with respect to the item.

5.8TAX STATUS OF REORGANIZATION. The intention of the parties is that the Reorganization will qualify as a reorganization within the meaning of Section 368(a) of the Code. None of the Predecessor Fund, the Predecessor Trust, the Successor Fund or the Successor Trust shall take any action, or cause any action to be taken (including, without limitation, the filing of any tax return), that is inconsistent with such treatment or results in the failure of the transaction to qualify as a reorganization within the meaning of Section 368(a) of the Code. At or prior to the Closing, the Predecessor Fund, the Predecessor Trust, the Successor Fund and the Successor Trust will take such action, or cause such action to be taken, as is reasonably necessary to enable counsel to render the tax opinion contemplated in Section 8.7 herein.

ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PREDECESSOR FUND

The obligations of the Predecessor Fund to consummate the transactions provided for herein shall be subject to the fulfillment or waiver of the following conditions:

6.1The Successor Fund shall have delivered to the Predecessor Fund on the Closing Date a certificate executed in its name by the Successor Trust’s President or any Vice President, in a form reasonably satisfactory to the Predecessor Fund and dated as of the Closing Date, to the effect that the representations, covenants, and warranties of the Successor Trust, on behalf of the Successor Fund, made in this Agreement are true and correct in all material respects as of the Closing, with the same force and effect as if made as of the Closing, and as to such other matters as the Predecessor Fund shall reasonably request.

6.2The Successor Fund shall have performed and complied in all material respects with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by the Successor Fund prior to or at the Closing.

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SUCCESSOR FUND

The obligations of the Successor Fund to consummate the transactions provided for herein shall be subject to the fulfillment or waiver of the following conditions:

7.1The Predecessor Fund shall have delivered to the Successor Fund on the Closing Date a certificate executed in its name by the Predecessor Trust’s President or any Vice President, in a form reasonably satisfactory to the Successor Fund and dated as of the Closing Date, to the effect that the representations, covenants, and warranties of the Predecessor Trust, on behalf of the Predecessor Fund, made in this Agreement are true and correct in all material respects as of the Closing, with the same force and effect as if made as of the Closing, and as to such other matters as the Successor Fund shall reasonably request.

7.2The Predecessor Fund shall have delivered to the Successor Fund a statement of the Predecessor Fund’s assets and liabilities, together with a list of the Predecessor Fund’s portfolio securities showing the tax basis of such securities by lot and the holding periods of such securities, as of the Closing, certified by the Treasurer or President of the Predecessor Trust.

7.3If and to the extent the Predecessor Fund Board deems it advisable for federal income tax purposes, the Predecessor Fund shall have declared and paid prior to the Valuation Time a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to its shareholders at least all of the Predecessor Fund’s investment company taxable income for all periods up to and through the Closing Date (computed without regard to any deduction for dividends paid), if any, plus the excess of its interest income excludible from gross income under Section 103(a) of the Code, if any, over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for all periods up to and through the Closing Date and all of its net capital gains realized in all periods up to and through the Closing Date (after reduction for any available capital loss carry forward and excluding any net capital gain on which the Predecessor Fund paid tax under Section 852(b)(3)(A) of the Code).

7.4The Predecessor Fund shall have performed and complied in all material respects with all terms, conditions, covenants, obligations, agreements and restrictions required by this Agreement to be performed or complied with by the Predecessor Fund prior to or at the Closing.

7.5The Predecessor Fund shall have delivered to the Successor Fund such records, agreements, certificates, instruments and such other documents as the Successor Fund shall reasonably request.

ARTICLE VIII

FURTHER CONDITIONS PRECEDENT

The obligations of the Predecessor Fund and the Successor Fund to consummate the transactions provided for herein shall also be subject to the fulfillment (or waiver by the affected parties) of the following conditions:

8.1This Agreement and the transactions contemplated herein, with respect to the Predecessor Fund, shall have been approved by the requisite vote of the holders of the outstanding shares of the Predecessor Fund in accordance with applicable law and the provisions of the Predecessor Declaration of Trust and Amended and Restated By-Laws of the Predecessor Trust. Notwithstanding anything herein to the contrary, neither the Successor Fund nor the Predecessor Fund may waive the conditions set forth in this Section 8.1.

8.2As of the Closing, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, or instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with this Agreement or the transactions contemplated herein.

8.3All required consents of other parties and all other consents, orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of state securities authorities, including any necessary “no-action” positions and exemptive orders from such federal and state authorities) to permit consummation of the transactions contemplated herein shall have been obtained.

8.4The Registration Statement shall have become effective under the 1933 Act, and no stop orders suspending the effectiveness thereof shall have been issued. To the best knowledge of the parties to this Agreement, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act.

8.5The Predecessor Fund shall have received on the Closing Date an opinion from Vedder Price P.C. dated as of the Closing Date, substantially to the effect that:

(a)     The Successor Trust is validly existing and in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. §3801 et seq.

(b)The execution and delivery of the Agreement by the Successor Trust, on behalf of the Successor Fund, did not, and the issuance of Successor Fund Shares pursuant to the Agreement will not, violate the Successor Declaration of Trust or By-Laws, as amended, of the Successor Trust.

(c)The Successor Trust is registered with the Commission as an open-end management investment company under the 1940 Act, the Registration Statement is effective under the 1933 Act, and no stop order suspending the effectiveness of the Registration Statement is in effect.

(d)To the knowledge of such counsel, and without any independent investigation, no consent, approval, authorization, or order of any court or governmental authority of the United States of America or the State of Delaware is required for the performance by the Successor Fund of its obligations under the Agreement, except (i) for those the absence of which, either individually or in the aggregate, would not have a material adverse effect on the Successor Fund or an adverse effect on the performance by the Successor Fund of its obligations under the Agreement, and (ii) as have been obtained.

(e)Assuming that the Successor Fund Shares will be issued in accordance with the terms of this Agreement, the Successor Fund Shares to be issued and delivered to the Predecessor Fund on behalf of its shareholders as provided by this Agreement are duly authorized and upon such delivery will be validly issued and fully paid and non-assessable.

8.6The Successor Fund shall have received on the Closing Date an opinion from Goodwin Procter LLP substantially to the effect that:

(a)The Predecessor Trust is validly existing and in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. §3801 et seq.

(b)The execution and delivery of the Agreement by the Predecessor Trust, on behalf of the Predecessor Fund, did not, and the exchange of the Predecessor Fund’s assets for Successor Fund Shares pursuant to the Agreement will not, violate the Predecessor Declaration of Trust or Amended and Restated By-Laws of the Predecessor Trust.

(c)The Predecessor Trust is registered with the Commission as an open-end management investment company under the 1940 Act, and such registration is in full force and effect.

(d)To the knowledge of such counsel, and without any independent investigation, no consent, approval, authorization, or order of any court or governmental authority of the United States of America or the State of Delaware is required for the performance by the Predecessor Fund of its obligations under the Agreement, except (i) for those the absence of which, either individually or in the aggregate, would not have a material adverse effect on the Predecessor Fund or an adverse effect on the performance by the Predecessor Fund of its obligations under the Agreement, and (ii) as have been obtained.

8.7The Funds shall have received on the Closing Date an opinion of Vedder Price P.C. addressed to the Successor Fund and the Predecessor Fund substantially to the effect that for federal income tax purposes:

(a)The transfer of all the Predecessor Fund’s assets to the Successor Fund in exchange solely for Successor Fund Shares and the assumption by the Successor Fund of all the liabilities of the Predecessor Fund, immediately followed by the pro rata distribution to the Predecessor Fund Shareholders of all the Successor Fund Shares received by the Predecessor Fund in complete liquidation of the Predecessor Fund and the termination of the Predecessor Fund promptly thereafter, will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code, and the Successor Fund and the Predecessor Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Reorganization.

(b)No gain or loss will be recognized by the Successor Fund upon the receipt of all the assets of the Predecessor Fund solely in exchange for Successor Fund Shares and the assumption by the Successor Fund of all the liabilities of the Predecessor Fund.

(c)No gain or loss will be recognized by the Predecessor Fund upon the transfer of all the Predecessor Fund’s assets to the Successor Fund solely in exchange for Successor Fund Shares and the assumption by the Successor Fund of all the liabilities of the Predecessor Fund or upon the distribution (whether actual or constructive) of the Successor Fund Shares so received to the Predecessor Fund Shareholders solely in exchange for such shareholders’ shares of the Predecessor Fund in complete liquidation of the Predecessor Fund.

(d)No gain or loss will be recognized by the Predecessor Fund Shareholders upon the exchange of their Predecessor Fund shares solely for Successor Fund Shares in the Reorganization.

(e)The aggregate basis of the Successor Fund Shares received by each Predecessor Fund Shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Predecessor Fund shares exchanged therefor by such shareholder. The holding period of the Successor Fund Shares received by each Predecessor Fund Shareholder in the Reorganization will include the period during which the Predecessor Fund shares exchanged

therefor were held by such shareholder, provided such Predecessor Fund shares are held as capital assets at the Effective Time.

(f)The basis of the Predecessor Fund’s assets transferred to the Successor Fund will be the same as the basis of such assets in the hands of the Predecessor Fund immediately before the Effective Time. The holding period of the assets of the Predecessor Fund received by the Successor Fund will include the period during which such assets were held by the Predecessor Fund.

No opinion will be expressed as to (1) the effect of the Reorganization on the Predecessor Fund, the Successor Fund or any Predecessor Fund Shareholder with respect to any asset (including, without limitation, any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code) as to which any gain or loss is required to be recognized for federal income tax purposes (a) at the end of a taxable year (or on the termination thereof) or (b) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code, (2) the effect of the Reorganization under the alternative minimum tax imposed under Section 55 of the Code on any direct or indirect shareholder of the Predecessor Fund that is a corporation, or (3) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind.

Such opinion shall be based on certain factual representations, reasonable assumptions and limitations and such other representations as Vedder Price P.C. may request of the Funds, and the Predecessor Trust, the Predecessor Fund, the Successor Trust and the Successor Fund will cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, neither the Successor Fund nor the Predecessor Fund may waive the conditions set forth in this Section 8.7.

8.8No order, preliminary or permanent injunction or decree issued by any governmental authority of competent jurisdiction, or pending by any governmental authority of competent jurisdiction that has initiated a proceeding seeking such an order, injunction or decree, preventing the consummation of the Reorganization shall be in effect and no statute, rule or regulation shall have been enacted, entered or promulgated by any governmental authority which prohibits or makes illegal the consummation of the Reorganization. Notwithstanding anything herein to the contrary, neither the Successor Fund nor the Predecessor Fund may waive the conditions set forth in this Section 8.8.

ARTICLE IX

EXPENSES

9.1The Adviser or an affiliate will pay the expenses incurred in connection with the Reorganization (“Reorganization Expenses”) regardless of whether the Reorganization is ultimately consummated or not. Reorganization Expenses include: (a) expenses associated with the preparation and filing of the Registration Statement and other Proxy Materials and any subsequent amendments and correspondence related to Commission comment; (b) postage; (c) printing; (d) accounting fees; (e) legal fees incurred by each Fund; (f) solicitation costs of the transaction; (g) other related administrative or operational costs; (h) retaining a proxy tabulator,

including any costs associated with obtaining beneficial ownership information; (i) retaining a proxy solicitation firm if and only if the Adviser determines in its reasonable discretion that hiring a firm is necessary; (j) any special billings imposed by the Predecessor Fund’s auditors in connection with the Registration Statement and Proxy Materials; and (k) any other solicitation activities conducted by the Adviser designed to obtain the approval of this Agreement by the Predecessor Fund shareholders.

9.2Each Fund represents and warrants to the other Fund that there is no person or entity entitled to receive any broker’s fees or similar fees or commission payments in connection with the transactions provided for herein.

9.3Notwithstanding the foregoing, Reorganization Expenses will in any event be paid by the party directly incurring such Reorganization Expenses if and to the extent that the payment by another party of such Reorganization Expenses would result in the disqualification of the Predecessor Fund or the Successor Fund, as the case may be, as a RIC under the Code.

ARTICLE X

ENTIRE AGREEMENT

10.1The parties and the Funds agree that no party or Fund has made to the other parties or other Fund any representation, warranty and/or covenant not set forth herein, and that this Agreement constitutes the entire agreement between and among the parties regarding the Reorganization.

10.2The covenants to be performed after the Closing Date shall continue in effect beyond the consummation of the transactions contemplated hereunder.

ARTICLE XI

TERMINATION

11.1This Agreement may be terminated by the mutual agreement of the parties and such termination may be effected by the Predecessor Trust’s President or any Vice President and the Successor Trust’s President or any Vice President without further action by the Predecessor Fund Board or the Successor Fund Board, respectively. In addition, either Fund may, at its option, terminate this Agreement at or before the Closing due to:

(a)a breach by any other party of any representation, warranty, or agreement contained herein to be performed at or before the Closing, if not cured within 30 days of notification to the breaching party and prior to the Closing;

(b)a condition precedent to the obligations of the terminating party that has not been met or waived and it reasonably appears that it will not or cannot be met; or

(c)a determination by the Predecessor Fund Board or the Successor Fund Board that the consummation of the transactions contemplated herein is not in the best interests of the Predecessor Fund or Successor Fund, respectively.

11.2In the event of any such termination, in the absence of willful default, there shall be no liability for damages on the part of the Predecessor Trust or the Successor Trust, including, without limitation, consequential damages.

ARTICLE XII

AMENDMENTS

12.1This Agreement may be amended, modified, or supplemented in such manner as may be mutually agreed upon in writing by the officers of the Predecessor Trust and the officers of the Successor Trust as specifically authorized by the Predecessor Fund Board and the Successor Fund Board, respectively; provided, however, that following the Predecessor Fund Meeting no such amendment, modification or supplement may have the effect of changing the provisions for determining the number of Successor Fund Shares to be issued to the Predecessor Fund Shareholders under this Agreement to the detriment of such shareholders without their further approval.

ARTICLE XIII

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT;

LIMITATION OF LIABILITY

13.1The article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The use of the terms “including” or “include” in this Agreement shall in all cases herein mean “including, without limitation” or “include, without limitation,” respectively

13.2This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

13.3This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions of that state; provided that, in the case of any conflict between those laws and the federal securities laws, the latter will govern.

13.4This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but, except as provided in this section, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

13.5(a) It is expressly agreed that the obligations of the Successor Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Successor Trust personally, but shall bind only the property of the Successor Fund, as provided in the Successor Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Successor Trust, on behalf of the

Successor Fund and signed by authorized officers of the Successor Trust acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Successor Fund as provided in the Successor Declaration of Trust.

(b)It is expressly agreed that the obligations of the Predecessor Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Predecessor Trust personally, but shall bind only the property of the Predecessor Fund, as provided in the Predecessor Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Predecessor Trust, on behalf of the Predecessor Fund and signed by authorized officers of the Predecessor Trust acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Predecessor Fund as provided in the Predecessor Declaration of Trust.

13.6(a) The Successor Trust is a Delaware statutory trust organized in series of which the Successor Fund constitutes one such series, and the Successor Trust is executing this Agreement with respect to the Successor Fund only. Pursuant to the Successor Declaration of Trust and Section 3804(a) of the Delaware Statutory Trust Act, there is a limitation on liabilities of each series such that (a) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Successor Fund are enforceable against the assets of the Successor Fund only, and not against the assets of the Successor Trust generally or the assets of any other series thereof and (b) none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Successor Trust generally or any other series thereof are enforceable against the assets of the Successor Fund.

(b)The Predecessor Trust is a Delaware statutory trust organized in series of which the Predecessor Fund constitutes one such series, and the Predecessor Trust is executing this Agreement with respect to the Predecessor Fund only. Pursuant to the Predecessor Declaration of Trust and Section 3804(a) of the Delaware Statutory Trust Act, there is a limitation on liabilities of each series such that (a) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Predecessor Fund are enforceable against the assets of the Predecessor Fund only, and not against the assets of the Predecessor Trust generally or the assets of any other series thereof and (b) none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Predecessor Trust generally or any other series thereof are enforceable against the assets of the Predecessor Fund.

ARTICLE XIV

NOTICES

14.1Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be deemed duly given when delivered by hand (including by FedEx or similar express courier), transmitted by facsimile or electronic mail, or

three days after being mailed by prepaid registered or certified mail, return receipt requested, in each case addressed to the applicable party as follows:

(a)to the Successor Trust or Successor Fund as set forth below, as may be revised by notice given to the other party:

Hotchkis and Wiley Funds
Attn: Anna Marie Lopez, President
601 South Figueroa Street, 39th Floor
Los Angeles, California 90017
anna.marie.lopez@hwcm.com;

(b)to the Predecessor Trust or Predecessor Fund as set forth below, as may be revised by notice given to the other party:

Series Portfolios Trust
Attn: Ryan Roell, President
615 East Michigan Street
Milwaukee, Wisconsin 53202
ryan.roell@usbank.com.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have duly executed this Agreement, all as of the date first written above.

		HOTCHKIS AND WILEY FUNDS, on behalf of itself and HW OPPORTUNITIES MP FUND
		By:	/s/ Anna Marie Lopez
		Name:	Anna Marie Lopez
		title:	President
ACKNOWLEDGE
By:	/s/ Jay Menvielle
Name:	Jay Menvielle
		SERIES PORTFOLIOS TRUST, on behalf of itself and HW OPPORTUNITIES MP FUND
		By:	/s/ Ryan Roell
		Name:	Ryan Roell
		title:	President
ACKNOWLEDGE
By:	/s/ Cullen Small
Name:	Cullen Small
		The undersigned is a party to this Agreement for the purposes of Sections 1.10 and 9.1 only: Hotchkis & Wiley Capital Management, LLC
		By:	/s/ Anna Marie Lopez
		Name:	Anna Marie Lopez
		title:	Chief Operating Officer
ACKNOWLEDGE
By:	/s/ Jay Menvielle
Name:	Jay Menvielle