June 27, 2018OSI ETF Trust • August 2nd, 2018
In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Agreement, dated as of June 27, 2018; (b) the Combined Proxy Statement/Prospectus provided to shareholders of the Old Funds dated May 15, 2018, in connection with special meetings of the shareholders held on June 19 and 22, 2018; (c) certain representations concerning the Reorganization made to us by the New Trust, on behalf of the New Funds, and the Old Trust, on behalf of the Old Funds, in letters dated June 27, 2018 (the "Representation Letters"); (d) all other documents, financial and other reports and corporate minutes we deemed relevant or appropriate; and (e) such statutes, regulations, rulings and decisions as we deemed material in rendering this opinion.
AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATIONAgreement and Plan of Reorganization and Termination • August 2nd, 2018 • OSI ETF Trust • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION ("Agreement") is made as of June 27, 2018, among OSI ETF Trust, a Delaware statutory trust, with its principal place of business at 60 State Street, Suite 700, Boston, MA 02109 ("New Trust"), on behalf of each segregated portfolio of assets ("series") thereof listed under the heading "New Funds - Series of New Trust" on Schedule A attached hereto ("Schedule A") (each such series referred to herein as a "New Fund"); FQF Trust, a Delaware statutory trust, with its principal place of business at 53 State Street, Suite 1308, Boston, MA 02109 ("Old Trust"), on behalf of each series thereof listed under the heading "Old Funds" on Schedule A (each such series referred to herein as an "Old Fund"); and, solely for purposes of paragraph 6, O'Shares Investment Advisers, LLC, investment adviser to New Fund ("Investment Adviser"). (New Trust and Old Trust are each sometimes referred to herein as an "Investment Company," and each New Fund and
