Goldman Sachs Trust Sample Contracts

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WITNESSETH
Services Agreement • October 15th, 1999 • Investors Capital Funds • Massachusetts
R E C I T A LS
Expense Limitation Agreement • December 2nd, 2005 • Dividend Growth Trust
CUSTODY AGREEMENT BETWEEN THE HUNTINGTON NATIONAL BANK AND EASTERN POINT ADVISORS FUNDS TRUST
Custody Agreement • December 3rd, 2004 • Eastern Point Advisors Funds Trust • Ohio
MUTUAL FUND SERVICES AGREEMENT Fund Administration Services Fund Accounting Services Transfer Agency Services
Mutual Fund Services Agreement • December 3rd, 2004 • Eastern Point Advisors Funds Trust • Indiana
ARTICLE I DEFINITIONS
Custody Agreement • October 15th, 1999 • Investors Capital Funds • New York
R E C I T A LS
Expense Limitation Agreement • January 29th, 2007 • Dividend Growth Trust
MUTUAL FUND SERVICES AGREEMENT Fund Accounting Services Fund Administration Services Transfer Agency Services Anti-Money Laundering Services between DIVIDEND GROWTH TRUST and UNIFIED FUND SERVICES, INC. September 19, 2008
Mutual Fund Services Agreement • January 27th, 2009 • Dividend Growth Trust • Indiana

AGREEMENT (this “Agreement”), dated as of September 19, 2008 with and effective date of March 1st, 2008 between Dividend Growth Trust, (the “Trust”), located at 58 Riverwalk Blvd., Suite. 2A, Ridgeland, SC 29936 and Unified Fund Services, Inc., a Delaware corporation (“Unified”), located at 2960 N. Meridian St., Suite 300, Indianapolis, IN 46208

Goldman Sachs Trust 71 South Wacker Drive Chicago, Illinois 60606 Dividend Growth Trust 58 Riverwalk Boulevard, Building 2, Suite A Ridgeland, South Carolina 29936 Ladies and Gentlemen:
Goldman Sachs Trust • December 13th, 2011

This opinion is furnished to you pursuant to Paragraph 8.5 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of [__________ ___], 2012, by and between Goldman Sachs Trust, a Delaware statutory trust (the “Acquiring Trust”), on behalf of Goldman Sachs Rising Dividend Growth Fund, a series thereof (the “Acquiring Fund”), and Dividend Growth Trust, a Delaware statutory trust (the “Acquired Trust”), on behalf of its sole series, Rising Dividend Growth Fund (the “Acquired Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. The Agreement contemplates (1) the transfer of all of the assets of the Acquired Fund to the Acquiring Fund in exchange solely for (a) the issuance to the Acquired Fund of the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, of each class with an aggregate net asset value equal to the net asset value of the Acquired Fund attributable to the corresponding class of

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