Common use of Conditions Precedent to Obligations of Acquired Fund Clause in Contracts

Conditions Precedent to Obligations of Acquired Fund. The obligations of AMT, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at AMT’s election, to the following conditions: (a) All representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. (b) MainStay Funds, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to AMT, and dated as of the Effective Time, to the effect that the representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as AMT shall reasonably request. (c) The post-effective amendment to the registration statement of the Acquiring Fund on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Acquiring Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or 1940 Act. (d) MainStay Funds, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by MainStay Funds, on behalf of the Acquiring Fund, on or before the Effective Time. (e) The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3. (f) AMT shall have received on the Closing Date the opinion of Dechert LLP, counsel to the MainStay Funds, with such assumptions and limitations as shall be in the reasonable opinion of such firm appropriate to render the opinions expressed therein, dated as of the Closing Date, covering the following points: (1) MainStay Funds has been duly organized and is validly existing and in good standing under the laws of the State of Delaware and has the trust power to own all of the Acquiring Fund’s properties and assets and to carry on its business, including that of the Acquiring Fund, as a registered investment company; (2) The Agreement has been duly authorized by MainStay Funds, on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of the Agreement by AMT, is a valid and binding obligation of MainStay Funds on behalf of the Acquiring Fund enforceable against MainStay Funds 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; (3) The Acquiring Fund Shares to be issued to the Acquired Fund Shareholders as provided by this Agreement are duly authorized, upon such delivery will be validly issued and outstanding, and will be fully paid and non-assessable by MainStay Funds and no shareholder of an Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; (4) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of MainStay Funds’ Declaration of Trust or By-Laws or any provision of any agreement (known to such counsel) to which MainStay Funds is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the MainStay Funds is a party or by which it is bound; (5) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required to be obtained by MainStay Funds in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities laws; (6) MainStay Funds is a registered investment company classified as a management company of the open-end type with respect to each series of shares it offers, including those of the Acquiring Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (7) To the knowledge of such counsel, and except as otherwise disclosed to AMT pursuant to paragraph 4.2(h) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to MainStay Funds or the Acquiring Fund and neither MainStay Funds nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business.

Conditions Precedent to Obligations of Acquired Fund. The obligations of AMTFCST, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at AMTFCST’s election, to the following conditions: (a) All representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. (b) MainStay Funds, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to AMTFCST, and dated as of the Effective Time, to the effect that the representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as AMT FCST shall reasonably request. (c) The post-effective amendment to the registration statement of the Acquiring Fund on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Acquiring Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or 1940 Act. (d) MainStay Funds, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by MainStay Funds, on behalf of the Acquiring Fund, on or before the Effective Time. (e) The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3. (f) AMT FCST shall have received on the Closing Date the opinion of Dechert LLP, counsel to the MainStay Funds, with such assumptions and limitations as shall be in the reasonable opinion of such firm appropriate to render the opinions expressed therein, dated as of the Closing Date, covering the following points: (1) MainStay Funds has been duly organized and is validly existing and in good standing under the laws of the State of Delaware and has the trust power to own all of the Acquiring Fund’s properties and assets and to carry on its business, including that of the Acquiring Fund, as a registered investment company; (2) The Agreement has been duly authorized by MainStay Funds, on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of the Agreement by AMTFCST, is a valid and binding obligation of MainStay Funds on behalf of the Acquiring Fund enforceable against MainStay Funds 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; (3) The Acquiring Fund Shares to be issued to the Acquired Fund Shareholders as provided by this Agreement are duly authorized, upon such delivery will be validly issued and outstanding, and will be fully paid and non-assessable by MainStay Funds and no shareholder of an Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; (4) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of MainStay Funds’ Declaration of Trust or By-Laws or any provision of any agreement (known to such counsel) to which MainStay Funds is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the MainStay Funds is a party or by which it is bound; (5) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required to be obtained by MainStay Funds in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities laws; (6) MainStay Funds is a registered investment company classified as a management company of the open-end type with respect to each series of shares it offers, including those of the Acquiring Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (7) To the knowledge of such counsel, and except as otherwise disclosed to AMT FCST pursuant to paragraph 4.2(h) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to MainStay Funds or the Acquiring Fund and neither MainStay Funds nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business. (g) New York Life Investments and XxxxXxxxx executed and entered into a subadvisory agreement, pursuant to which PineStone will be responsible for the day-to-day portfolio management of the Acquiring Fund, subject to the oversight of New York Life Investments and the Board of Trustees of MainStay Funds.

Conditions Precedent to Obligations of Acquired Fund. The obligations of AMTAcquired Fund Trust, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall will be subject, at AMT’s its election, to the performance by Acquiring Fund Trust, on behalf of Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 6.1. All representations and warranties of MainStay Funds, Acquiring Fund Trust made on behalf of the Acquiring Fund, Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, Closing Date with the same force and effect as if made on and as of the Effective Time.Closing Date; (b) MainStay Funds6.2. Acquiring Fund Trust, on behalf of the Acquiring Fund, shall will have delivered to the Acquired Fund Trust, on behalf of Acquired Fund, a certificate executed in the name of the Acquiring Fund by its President or Vice Trust’s President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to AMT, Acquired Fund and dated as of the Effective TimeClosing Date, to the effect that the representations and warranties of MainStay FundsAcquiring Fund Trust, on behalf of the Acquiring Fund, made in this Agreement are true and correct in all material respects at and as of the Effective TimeClosing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as AMT shall reasonably request. (c) The post-effective amendment to the registration statement of the Acquiring Acquired Fund on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Acquiring Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or 1940 Act. (d) MainStay FundsTrust, on behalf of the Acquiring Acquired Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by MainStay Fundsreasonably requests; 6.3. Acquired Fund Trust, on behalf of the Acquiring Acquired Fund, on or before the Effective Time. (e) The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3. (f) AMT shall will have received on at the Closing Date a favorable opinion (based on certain facts, assumptions and representations) from the opinion law firm of Dechert LLP, counsel to the MainStay Funds, with such assumptions and limitations as shall be in the reasonable opinion of such firm appropriate to render the opinions expressed thereinAcquiring Fund, dated as of the Closing Date, covering substantially to the following pointseffect that: (1a) MainStay Funds has been duly organized and Acquiring Fund Trust is a validly existing and in good standing under the laws of the State of Delaware statutory trust and has the trust corporate power to own all of the Acquiring Fund’s its properties and assets and to carry on conduct business as described in its businessDeclaration of Trust (Delaware counsel may be relied upon in delivering such opinion); (b) Acquiring Fund Trust is a duly registered, including that of open-end, management investment company under the Acquiring Fund1940 Act, and its registration with the Commission as a registered an investment company; company under the 1940 Act is in full force and effect; (2c) The this Agreement has been duly authorized authorized, executed and delivered by MainStay FundsAcquiring Fund Trust, on behalf of the Acquiring Fund Fund, and, assuming that the Registration Statement complies with the 1933 Act, the 1934 Act and the 1940 Act and regulations thereunder and assuming due authorization, execution and delivery of the this Agreement by AMTAcquired Fund Trust, on behalf of Acquired Fund, is a valid and binding obligation of MainStay Funds on behalf of the Acquiring Fund enforceable against MainStay Funds Acquiring Fund in accordance with its terms, subject, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and to general equity principles; ; (3d) The the issuance of the Acquiring Fund Shares to be in connection with the Reorganization has been duly authorized by all necessary corporate action on the part of Acquiring Fund Trust, and when such Acquiring Fund Shares are issued to and delivered by Acquiring Fund Trust as contemplated by the Acquired Fund Shareholders as provided by Registration Statement and this Agreement are duly authorizedagainst payment of the consideration therein described, upon such delivery Acquiring Fund Shares will be validly issued and outstandingand, and will be subject to the qualifications set forth in the Acquiring Fund Trust’s Declaration of Trust, fully paid and non-assessable by MainStay Funds beneficial interests of the Acquiring Fund, and no shareholder the issuance of an the Acquiring Fund has Shares by Acquiring Fund Trust will not be subject to any preemptive or similar rights to subscription arising under Acquiring Fund Trust’s Declaration of Trust or purchase Bylaws or under the Delaware Statutory Trust Act (Delaware counsel may be relied upon in respect thereof; delivering such opinion); (4e) The the execution and delivery of the this Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of MainStay Funds’ conflict with Acquiring Fund Trust’s Declaration of Trust or By-Laws or any provision of any agreement Bylaws; and (known to such counself) to which MainStay Funds is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the MainStay Funds is a party or by which it is bound; (5) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware New York is required to be obtained for the consummation by MainStay Funds in order to consummate Acquiring Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, Act and such as may be required under state securities laws; (6) MainStay Funds is a registered investment company classified as a management company of the open-end type with respect to each series of shares it offers, including those of the Acquiring Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (7) To 6.4. As of the knowledge Closing Date, there will have been no material change in the investment objective, policies and restrictions of such counsel, and except as otherwise disclosed to AMT pursuant to paragraph 4.2(h) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to MainStay Funds or the Acquiring Fund and neither MainStay Funds nor or any increase in the Acquiring Fund is a party to or subject to investment management fees from those described in the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its businessRegistration Statement.

Conditions Precedent to Obligations of Acquired Fund. The obligations of AMTthe Acquired Fund Trust, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at AMTthe Acquired Fund Trust’s election, to the following conditions: (a) All representations and warranties of MainStay Fundsthe Acquiring Fund Trust, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. (b) MainStay Funds, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to AMT, and dated as of the Effective Time, to the effect that the representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as AMT shall reasonably request. (c) The post-effective amendment to the registration statement of the Acquiring Fund on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Acquiring Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or 1940 Act. (dc) MainStay FundsThe Acquiring Fund Trust, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied in all material respects with all of the provisions required by this Agreement to be performed or complied with by MainStay Fundsthe Acquiring Fund Trust, on behalf of the Acquiring Fund, on or before the Effective Time. (ed) The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3. (f) AMT shall have received on the Closing Date the opinion of Dechert LLP, counsel to the MainStay Funds, with such assumptions and limitations as shall be in the reasonable opinion of such firm appropriate to render the opinions expressed therein, dated as of the Closing Date, covering the following points: (1) MainStay Funds has been duly organized and is validly existing and in good standing under the laws of the State of Delaware and has the trust power to own all of the Acquiring Fund’s properties and assets and to carry on its business, including that of the Acquiring Fund, as a registered investment company; (2) The Agreement has been duly authorized by MainStay Funds, on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of the Agreement by AMT, is a valid and binding obligation of MainStay Funds on behalf of the Acquiring Fund enforceable against MainStay Funds 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; (3) The Acquiring Fund Shares to be issued to the Acquired Fund Shareholders as provided by this Agreement are duly authorized, upon such delivery will be validly issued and outstanding, and will be fully paid and non-assessable by MainStay Funds and no shareholder of an Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; (4) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of MainStay Funds’ Declaration of Trust or By-Laws or any provision of any agreement (known to such counsel) to which MainStay Funds is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the MainStay Funds is a party or by which it is bound; (5) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required to be obtained by MainStay Funds in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities laws; (6) MainStay Funds is a registered investment company classified as a management company of the open-end type with respect to each series of shares it offers, including those of the Acquiring Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (7) To the knowledge of such counsel, and except as otherwise disclosed to AMT pursuant to paragraph 4.2(h) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to MainStay Funds or the Acquiring Fund and neither MainStay Funds nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business.

Conditions Precedent to Obligations of Acquired Fund. The obligations of AMT, on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at AMT’s its election, to the performance by the Company, on behalf of Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 6.1. All representations and warranties of MainStay Funds, the Company made on behalf of the Acquiring Fund, Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, Closing Date with the same force and effect as if made on and as of the Effective Time.Closing Date; (b) MainStay Funds6.2. The Company, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by its President or Vice Company’s President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to AMT, Acquired Fund and dated as of the Effective TimeClosing Date, to the effect that the representations and warranties of MainStay Fundsthe Company, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Effective TimeClosing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as AMT Acquired Fund, shall reasonably request.; (c) The post-effective amendment to the registration statement of the Acquiring Fund on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Acquiring Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or 1940 Act. (d) MainStay Funds, on behalf of the Acquiring 6.3. Acquired Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by MainStay Funds, on behalf of the Acquiring Fund, on or before the Effective Time. (e) The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3. (f) AMT shall have received on the Closing Date the a favorable opinion of from Dechert LLP, counsel to the MainStay Funds, with such assumptions and limitations as shall be in the reasonable opinion of such firm appropriate to render the opinions expressed thereinAcquiring Fund, dated as of the Closing Date, covering to the following pointseffect that: (1a) MainStay Funds has been duly organized and Acquiring Fund is a series of the Company, a validly existing and in good standing under the laws of the State of Delaware Maryland corporation, and has the trust power to own all of the Acquiring Fund’s its properties and assets and to carry on its businessbusiness as presently conducted (Maryland counsel may be relied upon in delivering such opinion); (b) the Company is a duly registered, including that of the Acquiring Fundopen-end, as a registered management investment company; , and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; (2c) The this Agreement has been duly authorized authorized, executed and delivered by MainStay Funds, on behalf of the Acquiring Fund Company and, assuming that the Registration Statement complies with the 1933 Act, the 1934 Act and the 1940 Act and regulations thereunder and assuming due authorization, execution and delivery of the this Agreement by AMTAcquired Fund, is a valid and binding obligation of MainStay Funds on behalf of the Acquiring Fund enforceable against MainStay Funds Acquiring Fund in accordance with its terms, subject, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and to general equity principles; ; (3d) The Acquiring Fund Shares to be issued to the Acquired Fund Shareholders shareholders as provided by this Agreement are duly authorized, authorized and upon such delivery will be validly issued and outstandingissued, and will be fully paid and non-assessable by MainStay Funds assessable, and no shareholder of an Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; thereof (4Maryland counsel may be relied upon in delivering such opinion); (e) The the execution and delivery of the this Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation violate the Company’s Articles of MainStay Funds’ Declaration of Trust Incorporation or By-Laws or any provision of any agreement Laws, each as amended; and (known to such counself) to which MainStay Funds is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the MainStay Funds is a party or by which it is bound; (5) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware any state is required to be obtained for the consummation by MainStay Funds in order to consummate Acquiring Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, Act and such as may be required under state securities laws; (6) MainStay Funds is a registered investment company classified as a management company of the open-end type with respect to each series of shares it offers, including those of the Acquiring Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (7) To 6.4. As of the knowledge Closing Date, there shall have been no material change in the investment objective, policies and restrictions of such counselAcquiring Fund or any increase in the investment management fees or annual fees pursuant to Acquiring Fund’s shareholder services plan from those described in Acquiring Fund’s Prospectus dated April 30, 2012, as may be supplemented, and except the Company’s Statement of Additional Information dated April 30, 2012, as otherwise disclosed to AMT pursuant to paragraph 4.2(h) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to MainStay Funds or the Acquiring Fund and neither MainStay Funds nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its businessmay be supplemented.

Conditions Precedent to Obligations of Acquired Fund. The obligations of AMTKeystone, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at AMTKeystone’s election, to the following conditions: (a) All representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. (b) MainStay Funds, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to AMTKeystone, and dated as of the Effective Time, to the effect that the representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as AMT Keystone shall reasonably request. (c) The post-effective amendment to the registration statement of the Acquiring Fund on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Acquiring Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or 1940 Act. (d) MainStay Funds, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by MainStay Funds, on behalf of the Acquiring Fund, on or before the Effective Time. (ed) The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3. (fe) AMT Keystone shall have received on the Closing Date the opinion of Dechert LLP, counsel to the MainStay Funds, with such assumptions and limitations as shall be in the reasonable opinion of such firm appropriate to render the opinions expressed therein, dated as of the Closing Date, covering the following points: (1) MainStay Funds has been is a statutory trust duly organized and is organized, validly existing and in good standing under the laws of the State of Delaware and has the trust power to own all of the Acquiring Fund’s properties and assets and to carry on its business, including that of the Acquiring Fund, as a registered investment company; (2) The Agreement has been duly authorized by MainStay Funds, on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of the Agreement by AMTKeystone, is a valid and binding obligation of MainStay Funds on behalf of the Acquiring Fund enforceable against the MainStay Funds 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; (3) The Acquiring Fund Shares shares to be issued to the Acquired Fund Shareholders as provided by this Agreement are duly authorized, upon such delivery will be validly issued and outstanding, and will be fully paid and non-assessable by MainStay Funds and no shareholder of an Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; (4) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of MainStay Funds’ Declaration of Trust or By-Laws or any provision of any agreement (known to such counsel) to which MainStay Funds is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the MainStay Funds is a party or by which it is bound; (5) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required to be obtained by MainStay Funds in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities laws; (6) MainStay Funds is a registered investment company classified as a management company of the open-end type with respect to each series of shares it offers, including those of the Acquiring Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (7) To the knowledge of such counsel, and except as otherwise disclosed to AMT Keystone pursuant to paragraph 4.2(h4.2(g) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to MainStay Funds or the Acquiring Fund and neither MainStay Funds nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business.

Conditions Precedent to Obligations of Acquired Fund. The obligations of AMT, on behalf of the Acquired Fund, Fund to consummate complete the transactions provided for herein shall be subject, at AMTthe Acquired Fund’s election, to the following conditions: (a) All representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. (b) MainStay Funds, on behalf of the The Acquiring Fund, Fund shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to AMTthe Acquired Fund, and dated as of the Effective Time, to the effect that the representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, Fund made in this Agreement are true and correct in all material respects at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as AMT the Acquired Fund shall reasonably request. (c) The post-effective amendment to the registration statement of the Acquiring Fund on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Acquiring Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or 1940 Act. (d) MainStay Funds, on behalf of the Acquiring Fund, shall have performed in all material respects all of the covenants and complied in all material respects with all of the provisions required by this Agreement to be performed or complied with by MainStay Funds, on behalf of the Acquiring Fund, on or before the Effective Time. (ed) The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3. (fe) AMT The Acquired Fund shall have received on the Closing Date the opinion of Dechert LLP, counsel to the MainStay Funds, with such assumptions and limitations Acquiring Fund (which may reasonably rely as shall be in to matters governed by the reasonable laws of the State of Delaware on an opinion of such firm appropriate to render Delaware counsel and/or certificates of officers or Trustees of the opinions expressed therein, Acquiring Fund) dated as of the Closing Date, covering the following points: (1i) MainStay Funds has been The Acquiring Fund is a statutory trust duly organized and is organized, validly existing and in good standing under the laws of the State of Delaware and has the trust power to own all of the Acquiring Fund’s its properties and assets and to carry on its business, business including that of the Acquiring Fund, as a registered investment company, and the Acquiring Fund has all necessary federal, state and local authorizations to carry on its business as now being conducted; (2ii) The Agreement has been duly authorized authorized, executed and delivered by MainStay Funds, on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of the Agreement by AMTthe Acquired Fund, is a valid and binding obligation of MainStay Funds on behalf of the Acquiring Fund enforceable against MainStay Funds the Acquiring Fund 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; (3iii) The Acquiring Fund Shares to be issued to the Acquired Fund Shareholders as provided by this Agreement are duly authorized, upon such delivery will be validly issued and outstanding, and will be are fully paid and non-assessable by MainStay Funds the Acquiring Fund, and no shareholder of an the Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; (4iv) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of MainStay Funds’ the Acquiring Fund’s Amended and Restated Agreement and Declaration of Trust or its Amended and Restated By-Laws Laws, each as amended from time-to-time, or a material violation of any provision of any agreement (known to such counsel) to which MainStay Funds the Acquiring Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreementagreement not disclosed to the Acquired Fund, judgment or decree to which the MainStay Funds Acquiring Fund is a party or by which it is bound; (5v) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required to be obtained by MainStay Funds the Acquiring Fund in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities lawsor blue sky laws (other than those of the State of Delaware); (6vi) MainStay Funds The Acquiring Fund is a registered investment company classified as a management company of the openclosed-end type with respect to each series of shares it offers, including those of the Acquiring Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (7vii) To the knowledge of such counsel, and except as otherwise disclosed to AMT pursuant to paragraph 4.2(h) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to MainStay Funds or the Acquiring Fund or any of its properties or assets and neither MainStay Funds nor 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 which materially and adversely affects its business.

Conditions Precedent to Obligations of Acquired Fund. The obligations of AMTMcMorgan Funds, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at AMT’s McMorgan Funds' election, to the following conditions: (a) All representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. (b) MainStay Funds, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to AMTMcMorgan Funds, and dated as of the Effective Time, to the effect that the representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as AMT McMorgan Funds shall reasonably request. (c) The post-effective amendment to the registration statement of the Acquiring Fund on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Acquiring Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or 1940 Act. (d) MainStay Funds, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by MainStay Funds, on behalf of the Acquiring Fund, on or before the Effective Time. (ed) The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Class I Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3. (fe) AMT At or before the Effective Time, the Acquired Fund shall have received the Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Schedule of Investments of the Acquired Fund for the fiscal year ended October 31, 2007 that have been audited by TWB and are substantially complete (the "AUDITED OCTOBER 31, 2007 FINANCIAL STATEMENTS"). In addition, before the Effective Time, the Acquired Fund shall have received a certification, and the Audit Committee of the Board of Trustees of McMorgan Funds shall have received an oral report, from TWB to the effect that: (1) TWB had substantially performed a review of subsequent events ("Subsequent Events Review") from October 31, 2007 through the period ending on the Closing Date day immediately before the opinion of Dechert LLPdate when the Effective Time occurs (the "Subsequent Events Review End Date") in a manner consistent with GAAP and other applicable accounting principles and standards; (2) the Subsequent Events Review, counsel to the MainStay Funds, with such assumptions and limitations as shall be in the reasonable opinion of such firm appropriate to render the opinions expressed therein, dated as of the Closing Subsequent Events Review End Date, covering had not revealed any additional information, events or bases requiring the following points: (1) MainStay Funds has been duly organized addition, deletion or other modification to the Audited October 31, 2007 Financial Statements or notes thereto; and is validly existing and in good standing under the laws of the State of Delaware and has the trust power to own all of the Acquiring Fund’s properties and assets and to carry on its business, including that of the Acquiring Fund, as a registered investment company; (2) The Agreement has been duly authorized by MainStay Funds, on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of the Agreement by AMT, is a valid and binding obligation of MainStay Funds on behalf of the Acquiring Fund enforceable against MainStay Funds 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; (3) The Acquiring Fund Shares to be issued TWB would complete the audit and the Subsequent Events Review on or before December 17, 2007 and report to the Acquired Fund Shareholders as provided by this Agreement are duly authorizedBoard of Trustees of McMorgan Funds on December 18, upon 2007 (or on such delivery will be validly issued and outstandinglater date that the Board of Trustees next meets) any additional information, and will be fully paid and non-assessable by MainStay Funds and no shareholder of an Acquiring Fund has any preemptive rights to subscription events or purchase in respect thereof; (4) The execution and delivery of bases requiring the Agreement did notaddition, and the consummation of the transactions contemplated hereby will not, result in a material violation of MainStay Funds’ Declaration of Trust deletion or By-Laws or any provision of any agreement (known to such counsel) to which MainStay Funds is a party or by which it is bound or, other modification to the knowledge of Audited October 31, 2007 Financial Statements or notes thereto. If the Subsequent Events Review requires any such counselmodification, result both parties shall act and cooperate in the acceleration of good faith to address and rectify any obligation or the imposition of any penalty under any agreement, judgment or decree to which the MainStay Funds is a party or by which it is bound; (5) To the knowledge of adverse condition arising from such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required to be obtained by MainStay Funds in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities laws; (6) MainStay Funds is a registered investment company classified as a management company of the open-end type with respect to each series of shares it offers, including those of the Acquiring Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (7) To the knowledge of such counsel, and except as otherwise disclosed to AMT pursuant to paragraph 4.2(h) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to MainStay Funds or the Acquiring Fund and neither MainStay Funds nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its businessmodification.

Conditions Precedent to Obligations of Acquired Fund. The obligations of AMT, on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at AMT’s its election, to the performance by the Company, on behalf of Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 6.1. All representations and warranties of MainStay Funds, the Company made on behalf of the Acquiring Fund, Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, Closing Date with the same force and effect as if made on and as of the Effective Time.Closing Date; (b) MainStay Funds6.2. The Company, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by its President or Vice Company’s President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to AMT, Acquired Fund and dated as of the Effective TimeClosing Date, to the effect that the representations and warranties of MainStay Fundsthe Company, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Effective TimeClosing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as AMT Acquired Fund, shall reasonably request.; (c) The post-effective amendment to the registration statement of the Acquiring Fund on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Acquiring Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or 1940 Act. (d) MainStay Funds, on behalf of the Acquiring 6.3. Acquired Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by MainStay Funds, on behalf of the Acquiring Fund, on or before the Effective Time. (e) The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3. (f) AMT shall have received on the Closing Date the a favorable opinion of from Dechert LLP, counsel to the MainStay Funds, with such assumptions and limitations as shall be in the reasonable opinion of such firm appropriate to render the opinions expressed thereinAcquiring Fund, dated as of the Closing Date, covering to the following pointseffect that: (1a) MainStay Funds has been duly organized and Acquiring Fund is a series of the Company, a validly existing and in good standing under the laws of the State of Delaware Pennsylvania business trust, and has the trust power to own all of the Acquiring Fund’s its properties and assets and to carry on its businessbusiness as presently conducted; (b) the Company is a duly registered, including that of the Acquiring Fundopen-end, as a registered management investment company; , and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; (2c) The this Agreement has been duly authorized authorized, executed and delivered by MainStay Funds, on behalf of the Acquiring Fund Company and, assuming that the Registration Statement complies with the 1933 Act, the 1934 Act and the 1940 Act and regulations thereunder and assuming due authorization, execution and delivery of the this Agreement by AMTAcquired Fund, is a valid and binding obligation of MainStay Funds on behalf of the Acquiring Fund enforceable against MainStay Funds Acquiring Fund in accordance with its terms, subject, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and to general equity principles; ; (3d) The Acquiring Fund Shares to be issued to the Acquired Fund Shareholders shareholders as provided by this Agreement are duly authorized, authorized and upon such delivery will be validly issued and outstandingissued, and will be fully paid and non-assessable by MainStay Funds assessable, and no shareholder of an Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; ; (4e) The the execution and delivery of the this Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of MainStay Funds’ violate the Company’s Amended and Restated Agreement and Declaration of Trust or By-Laws or any provision of any agreement Laws, each as amended; and (known to such counself) to which MainStay Funds is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the MainStay Funds is a party or by which it is bound; (5) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware any state is required to be obtained for the consummation by MainStay Funds in order to consummate Acquiring Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, Act and such as may be required under state securities laws;; and (6) MainStay Funds is a registered investment company classified as a management company 6.4. As of the open-end type Closing Date, there shall have been no material change in the investment objective, policies and restrictions of Acquiring Fund or any increase in the investment management fees or annual fees pursuant to Acquiring Fund’s shareholder services plan from those described in Acquiring Fund’s Prospectuses dated January 31, 2011 with respect to Class I and Class P shares and April 30, 2012 with respect to Class H and Class L shares, each series of shares it offers, including those of the Acquiring Fund, under the 1940 Actas may be supplemented, and its registration the Company’s Statements of Additional Information dated January 31, 2011 with the Commission respect to Class I and Class P shares and April 30, 2012 with respect to Class H and Class L shares, each as an investment company under the 1940 Act is in full force and effect; and (7) To the knowledge of such counsel, and except as otherwise disclosed to AMT pursuant to paragraph 4.2(h) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to MainStay Funds or the Acquiring Fund and neither MainStay Funds nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its businessmay be supplemented.

Conditions Precedent to Obligations of Acquired Fund. The obligations of AMTVET, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at AMTVET’s election, to the following conditions: (a) All representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. (b) MainStay Funds, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to AMTVET, and dated as of the Effective Time, to the effect that the representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as AMT VET shall reasonably request. (c) The post-effective amendment to the registration statement of the Acquiring Fund on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Acquiring Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or 1940 Act1940. (d) MainStay Funds, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by MainStay Funds, on behalf of the Acquiring Fund, on or before the Effective Time. (e) The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3. (f) AMT VET shall have received on the Closing Date the opinion of Dechert LLP, counsel to the MainStay Funds, with such assumptions and limitations as shall be in the reasonable opinion of such firm appropriate to render the opinions expressed therein, dated as of the Closing Date, covering the following points: (1) MainStay Funds has been duly organized and is validly existing and in good standing under the laws of the State of Delaware and has the trust power to own all of the Acquiring Fund’s properties and assets and to carry on its business, including that of the Acquiring Fund, as a registered investment company; (2) The Agreement has been duly authorized by MainStay Funds, on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of the Agreement by AMTVET, is a valid and binding obligation of MainStay Funds on behalf of the Acquiring Fund enforceable against MainStay Funds 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; (3) The Acquiring Fund Shares to be issued to the Acquired Fund Shareholders as provided by this Agreement are duly authorized, upon such delivery will be validly issued and outstanding, and will be fully paid and non-assessable by MainStay Funds and no shareholder of an Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; (4) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of MainStay Funds’ Declaration of Trust or By-Laws or any provision of any agreement (known to such counsel) to which MainStay Funds is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the MainStay Funds is a party or by which it is bound; (5) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required to be obtained by MainStay Funds in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities laws; (6) MainStay Funds is a registered investment company classified as a management company of the open-end type with respect to each series of shares it offers, including those of the Acquiring Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (7) To the knowledge of such counsel, and except as otherwise disclosed to AMT VET pursuant to paragraph 4.2(h) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to MainStay Funds or the Acquiring Fund and neither MainStay Funds nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business.

Conditions Precedent to Obligations of Acquired Fund. The obligations of AMTWorld Funds, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at AMT’s World Funds’ election, to the following conditions: (a) All representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. (b) Prior to the Closing Date, (i) the Trustees of the MainStay Funds, on behalf of the Acquiring Fund, shall have authorized the issuance of and the Acquiring Fund shall have issued one share to New York Life Investments in consideration of the payment of $10.00, (ii) New York Life Investments shall have, among other things, approved as the sole initial shareholder (x) the Investment Advisory Agreement between MainStay Funds, on behalf of the Acquiring Fund, and New York Life Investments, (y) the Investment Sub-Advisory Agreement between New York Life Investments and Epoch and (z) the Acquiring Fund’s adoption of a “manager of managers” structure, pursuant to which the Acquiring Fund’s investment adviser is authorized to enter into and amend contracts with investment sub-advisers without the prior approval of the Acquiring Fund’s shareholders, in the manner contemplated by the order of the Securities and Exchange Commission (“SEC”) granting the Acquiring Fund and its investment adviser exemptive relief from Section 15(a) of the 1940 Act and Rule 18f-2 thereunder (SEC Rel. 40-27656), and (iii) immediately prior to or contemporaneously with the consummation of the transactions described in this Agreement, the share of the Acquiring Fund acquired by New York Life Investments has been or is redeemed for $10.00. Notwithstanding the foregoing, the Acquiring Fund may issue shares to New York Life Investments or another entity for cash contributions made in connection with any required initial capital requirements imposed by Section 14(a) of the 1940 Act. (c) MainStay Funds, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to AMTWorld Funds, and dated as of the Effective Time, to the effect that the representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as AMT World Funds shall reasonably request. (c) The post-effective amendment to the registration statement of the Acquiring Fund on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Acquiring Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or 1940 Act. (d) MainStay Funds, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by MainStay Funds, on behalf of the Acquiring Fund, on or before the Effective Time. (e) The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3. (f) AMT The World Funds shall have received on the Closing Date the opinion of Dechert LLP, counsel to the MainStay Funds, with such assumptions and limitations as shall be in the reasonable opinion of such firm appropriate to render the opinions expressed therein, dated as of the Closing Date, covering the following points: (1) The MainStay Funds has been is a statutory trust duly organized and is organized, validly existing and in good standing under the laws of the State of Delaware and has the trust power to own all of the Acquiring Fund’s properties and assets and to carry on its business, including that of the Acquiring Fund, as a registered investment company; (2) The Agreement has been duly authorized by MainStay Funds, on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of the Agreement by AMTWorld Funds, is a valid and binding obligation of MainStay Funds on behalf of the Acquiring Fund enforceable against the MainStay Funds 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; (3) The Acquiring Fund Shares shares to be issued to the Acquired Fund Shareholders as provided by this Agreement are duly authorized, upon such delivery will be validly issued and outstanding, and will be fully paid and non-assessable by MainStay Funds and no shareholder of an Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; (4) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of MainStay Funds’ Declaration of Trust or By-Laws or any provision of any agreement (known to such counsel) to which MainStay Funds is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the MainStay Funds is a party or by which it is bound; (5) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required to be obtained by MainStay Funds in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities laws; (6) MainStay Funds is a registered investment company classified as a management company of the open-end type with respect to each series of shares it offers, including those of the Acquiring Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (7) To the knowledge of such counsel, and except as otherwise disclosed to AMT the World Funds pursuant to paragraph 4.2(h4.2(g) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to MainStay Funds or the Acquiring Fund and neither MainStay Funds nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business.

Conditions Precedent to Obligations of Acquired Fund. The obligations of AMTNew River Funds, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at AMT’s New River Funds’ election, to the following conditions: (a) All representations and warranties of MainStay Northern Lights Funds, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. (b) MainStay Northern Lights Funds, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to AMTNew River Funds, and dated as of the Effective Time, to the effect that the representations and warranties of MainStay Northern Lights Funds, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as AMT New River Funds shall reasonably request. (c) The post-effective amendment to the registration statement of the Acquiring Fund on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Acquiring Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or 1940 Act. (d) MainStay Northern Lights Funds, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by MainStay Northern Lights Funds, on behalf of the Acquiring Fund, on or before the Effective Time. (ed) The At or before the Effective Time, the Acquired Fund and the Acquiring Fund shall have agreed on received the number Statement of full Assets and fractional Acquiring Fund Shares to be issued Liabilities, Statements of Operations and Changes in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3. (f) AMT shall have received on the Closing Date the opinion Net Assets, and Schedule of Dechert LLP, counsel to the MainStay Funds, with such assumptions and limitations as shall be in the reasonable opinion Investments of such firm appropriate to render the opinions expressed therein, dated as of the Closing Date, covering the following points: (1) MainStay Funds has been duly organized and is validly existing and in good standing under the laws of the State of Delaware and has the trust power to own all of the Acquiring Fund’s properties and assets and to carry on its business, including that of the Acquiring Fund, as a registered investment company; (2) The Agreement has been duly authorized by MainStay Funds, on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of the Agreement by AMT, is a valid and binding obligation of MainStay Funds on behalf of the Acquiring Fund enforceable against MainStay Funds 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; (3) The Acquiring Fund Shares to be issued to the Acquired Fund Shareholders as provided by this Agreement are duly authorizedfor the fiscal year ended September 30, upon such delivery will be validly issued and outstanding, and will be fully paid and non-assessable by MainStay Funds and no shareholder of an Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; (4) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of MainStay Funds’ Declaration of Trust or By-Laws or any provision of any agreement (known to such counsel) to which MainStay Funds is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the MainStay Funds is a party or by which it is bound; (5) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required to be obtained by MainStay Funds in order to consummate the transactions contemplated herein, except such as 2007 that have been obtained under audited by TWB (the 1933 Act“Audited September 30, the 1934 Act and the 1940 Act, and such as may be required under state securities laws; (6) MainStay Funds is a registered investment company classified as a management company of the open-end type with respect to each series of shares it offers, including those of the Acquiring Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (7) To the knowledge of such counsel, and except as otherwise disclosed to AMT pursuant to paragraph 4.2(h) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to MainStay Funds or the Acquiring Fund and neither MainStay Funds nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business2007 Financial Statements”).

Conditions Precedent to Obligations of Acquired Fund. The obligations of AMTFCST, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at AMTFCST’s election, to the following conditions: (a) All representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. (b) MainStay Funds, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to AMTFCST, and dated as of the Effective Time, to the effect that the representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as AMT FCST shall reasonably request. (c) The post-effective amendment to the registration statement of the Acquiring Fund on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Acquiring Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or 1940 Act. (d) MainStay Funds, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by MainStay Funds, on behalf of the Acquiring Fund, on or before the Effective Time. (e) The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3. (f) AMT FCST shall have received on the Closing Date the opinion of Dechert LLP, counsel to the MainStay Funds, with such assumptions and limitations as shall be in the reasonable opinion of such firm appropriate to render the opinions expressed therein, dated as of the Closing Date, covering the following points: (1) MainStay Funds has been duly organized and is validly existing and in good standing under the laws of the State of Delaware and has the trust power to own all of the Acquiring Fund’s properties and assets and to carry on its business, including that of the Acquiring Fund, as a registered investment company; (2) The Agreement has been duly authorized by MainStay Funds, on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of the Agreement by AMTFCST, is a valid and binding obligation of MainStay Funds on behalf of the Acquiring Fund enforceable against MainStay Funds 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; (3) The Acquiring Fund Shares to be issued to the Acquired Fund Shareholders as provided by this Agreement are duly authorized, upon such delivery will be validly issued and outstanding, and will be fully paid and non-assessable by MainStay Funds and no shareholder of an Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; (4) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of MainStay Funds’ Declaration of Trust or By-Laws or any provision of any agreement (known to such counsel) to which MainStay Funds is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the MainStay Funds is a party or by which it is bound; (5) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required to be obtained by MainStay Funds in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities laws; (6) MainStay Funds is a registered investment company classified as a management company of the open-end type with respect to each series of shares it offers, including those of the Acquiring Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (7) To the knowledge of such counsel, and except as otherwise disclosed to AMT FCST pursuant to paragraph 4.2(h) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to MainStay Funds or the Acquiring Fund Fund, and neither MainStay Funds nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business. (g) New York Life Investments and Fiera Capital executed and entered into a subadvisory agreement, pursuant to which Fiera Capital will be responsible for the day-to-day portfolio management of the Acquiring Fund, subject to the oversight of New York Life Investments and the Board of Trustees of MainStay Funds.

Conditions Precedent to Obligations of Acquired Fund. The obligations of AMTthe Company, on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at AMT’s its election, to the performance by Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 6.1. All representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, Closing Date with the same force and effect as if made on and as of the Effective Time.Closing Date; (b) MainStay Funds, on behalf of the 6.2. Acquiring Fund, Fund shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by its President or Vice Fund’s President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to AMT, Acquired Fund and dated as of the Effective TimeClosing Date, to the effect that the representations and warranties of MainStay Fundsthe Company, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Effective TimeClosing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as AMT shall reasonably request. (c) The post-effective amendment to the registration statement of the Acquiring Fund on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Acquiring Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or 1940 Act. (d) MainStay FundsCompany, on behalf of the Acquiring Acquired Fund, shall reasonably request; 6.3. Acquired Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by MainStay Funds, on behalf of the Acquiring Fund, on or before the Effective Time. (e) The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3. (f) AMT shall have received on the Closing Date the a favorable opinion of from Dechert LLP, counsel to the MainStay Funds, with such assumptions and limitations as shall be in the reasonable opinion of such firm appropriate to render the opinions expressed thereinAcquiring Fund, dated as of the Closing Date, covering to the following pointseffect that: (1a) MainStay Funds has been duly organized and Acquiring Fund is a validly existing and in good standing under the laws of the State of Delaware Massachusetts business trust, and has the trust power to own all of the Acquiring Fund’s its properties and assets and to carry on its businessbusiness as presently conducted; (b) Acquiring Fund is a duly registered, including that of the Acquiring Fundopen-end, as a registered management investment company; , and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; (2c) The this Agreement has been duly authorized authorized, executed and delivered by MainStay Funds, on behalf of the Acquiring Fund Company and, assuming that the Registration Statement complies with the 1933 Act, the 1934 Act and the 1940 Act and regulations thereunder and assuming due authorization, execution and delivery of the this Agreement by AMTthe Company, on behalf of Acquired Fund, is a valid and binding obligation of MainStay Funds on behalf of the Acquiring Fund enforceable against MainStay Funds Acquiring Fund in accordance with its terms, subject, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and to general equity principles; ; (3d) The Acquiring Fund Shares to be issued to the Acquired Fund Shareholders shareholders as provided by this Agreement are duly authorized, authorized and upon such delivery will be validly issued and outstandingissued, and will be fully paid and non-assessable by MainStay Funds assessable, and no shareholder of an Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; ; (4e) The the execution and delivery of the this Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of MainStay Funds’ violate Acquiring Fund’s Declaration of Trust or By-Laws or any provision of any agreement Laws, each as amended; and (known to such counself) to which MainStay Funds is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the MainStay Funds is a party or by which it is bound; (5) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware any state is required to be obtained for the consummation by MainStay Funds in order to consummate Acquiring Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, Act and such as may be required under state securities laws; (6) MainStay Funds is a registered investment company classified as a management company of the open-end type with respect to each series of shares it offers, including those of the Acquiring Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (7) To 6.4. As of the knowledge Closing Date, there shall have been no material change in the investment objective, policies and restrictions of such counselAcquiring Fund or any increase in the investment management fees or annual fees pursuant to Acquiring Fund’s shareholder services plan from those described in Acquiring Fund’s Prospectus dated April 30, 2012, as may be supplemented, and except the Company’s Statement of Additional Information dated April 30, 2012, as otherwise disclosed to AMT pursuant to paragraph 4.2(h) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to MainStay Funds or the Acquiring Fund and neither MainStay Funds nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its businessmay be supplemented.

Conditions Precedent to Obligations of Acquired Fund. The obligations of AMTVMF, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at AMTVMF’s election, to the following conditions: (a) All representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. (b) MainStay Funds, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to AMTVMF, and dated as of the Effective Time, to the effect that the representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as AMT VMF shall reasonably request. (c) The post-effective amendment to the registration statement of the Acquiring Fund on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Acquiring Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or 1940 Act. (d) MainStay Funds, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by MainStay Funds, on behalf of the Acquiring Fund, on or before the Effective Time. (e) The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3. (f) AMT VMF shall have received on the Closing Date the opinion of Dechert LLP, counsel to the MainStay Funds, with such assumptions and limitations as shall be in the reasonable opinion of such firm appropriate to render the opinions expressed therein, dated as of the Closing Date, covering the following points: (1) MainStay Funds has been duly organized and is validly existing and in good standing under the laws of the State of Delaware and has the trust power to own all of the Acquiring Fund’s properties and assets and to carry on its business, including that of the Acquiring Fund, as a registered investment company; (2) The Agreement has been duly authorized by MainStay Funds, on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of the Agreement by AMTVMF, is a valid and binding obligation of MainStay Funds on behalf of the Acquiring Fund enforceable against MainStay Funds 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; (3) The Acquiring Fund Shares to be issued to the Acquired Fund Shareholders as provided by this Agreement are duly authorized, upon such delivery will be validly issued and outstanding, and will be fully paid and non-assessable by MainStay Funds and no shareholder of an Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; (4) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of MainStay Funds’ Declaration of Trust or By-Laws or any provision of any agreement (known to such counsel) to which MainStay Funds is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the MainStay Funds is a party or by which it is bound; (5) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required to be obtained by MainStay Funds in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities laws; (6) MainStay Funds is a registered investment company classified as a management company of the open-end type with respect to each series of shares it offers, including those of the Acquiring Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (7) To the knowledge of such counsel, and except as otherwise disclosed to AMT VMF pursuant to paragraph 4.2(h) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to MainStay Funds or the Acquiring Fund and neither MainStay Funds nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business.

Conditions Precedent to Obligations of Acquired Fund. The obligations of AMT, on behalf of the Acquired Fund, Fund to consummate complete the transactions provided for herein shall be subject, at AMTthe Acquired Fund’s election, to the following conditions: (a) All representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. (b) MainStay Funds, on behalf of the The Acquiring Fund, Fund shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to AMTthe Acquired Fund, and dated as of the Effective Time, to the effect that the representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as AMT the Acquired Fund shall reasonably request. (c) The post-effective amendment to the registration statement of the Acquiring Fund on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Acquiring Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or 1940 Act. (d) MainStay Funds, on behalf of the Acquiring Fund, shall have performed in all material respects all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by MainStay Funds, on behalf of the Acquiring Fund, on or before the Effective Time. (ed) The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3. (fe) AMT The Acquired Fund, shall have received on the Closing Date the opinion of Dechert LLP, counsel to the MainStay Funds, with such assumptions and limitations Acquiring Fund (which may reasonably rely as shall be in to matters governed by the reasonable laws of the State of Delaware on an opinion of such firm appropriate to render Delaware counsel and/or certificates of officers or Trustees of the opinions expressed therein, Acquiring Fund) dated as of the Closing Date, covering the following points: (1i) MainStay Funds has been The Acquiring Fund is a statutory trust duly organized and is organized, validly existing and in good standing under the laws of the State of Delaware and has the trust power to own all of the Acquiring Fund’s its properties and assets and to carry on its business, including that of the Acquiring Fund, as a registered investment company, and the Acquiring Fund has all necessary federal, state and local authorizations to carry on its business as now being conducted; (2ii) The Agreement has been duly authorized authorized, executed and delivered by MainStay Funds, on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of the Agreement by AMTthe Acquired Fund, is a valid and binding obligation of MainStay Funds on behalf of the Acquiring Fund enforceable against MainStay Funds the Acquiring Fund 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; (3iii) The Acquiring Fund Shares to be issued to the Acquired Fund Shareholders as provided by this Agreement are duly authorized, upon such delivery will be validly issued and outstanding, and will be are fully paid and non-assessable by MainStay Funds the Acquiring Fund, and no shareholder of an the Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; (4iv) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of MainStay Funds’ the Acquiring Fund’s Agreement and Declaration of Trust or its Amended and Restated By-Laws or a material violation of any provision of any agreement (known to such counsel) to which MainStay Funds the Acquiring Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreementagreement not disclosed to the Acquired Fund, judgment or decree to which the MainStay Funds Acquiring Fund is a party or by which it is bound; (5v) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required to be obtained by MainStay Funds the Acquiring Fund in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities lawsor blue sky laws (other than those of the State of Delaware); (6vi) MainStay Funds The Acquiring Fund is a registered investment company classified as a management company of the openclosed-end type with respect to each series of shares it offers, including those of the Acquiring Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (7vii) To the knowledge of such counsel, and except as otherwise disclosed to AMT pursuant to paragraph 4.2(h) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to MainStay Funds or the Acquiring Fund or any of its properties or assets and neither MainStay Funds nor 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 which materially and adversely affects its business.

Conditions Precedent to Obligations of Acquired Fund. The obligations of AMT, on behalf of the Acquired Fund, to consummate the transactions provided for herein Fund hereunder shall be subject, at AMT’s election, subject to the following conditions: (a) All representations and warranties A. The Board of MainStay Funds, on behalf Trustees of the Acquiring Fund, contained in this Agreement Fund shall be true and correct in all material respects as have authorized the execution of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as and the Acquiring Fund shall have furnished to the Acquired Fund copies of the Effective Time, with the same force and effect as if made on and as of the Effective Timeresolutions to that effect. (b) MainStay B. [RESERVED]. C. That Madison Funds, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund a certificate executed document dated as of the Closing Date, pursuant to which the Acquiring Fund will, in connection with the name transactions contemplated by this Agreement, assume all of the known and unknown liabilities (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether xxxxxx or inchoate, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due) of the Acquired Fund existing as of the Closing Date. D. On the Closing Date, no action, suit or other proceeding shall be 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. E. That all actions taken by Madison Funds on behalf of the Acquiring Fund in connection with the transactions contemplated by its President or Vice President this Agreement and its Treasurer or Assistant Treasurer, all documents incidental thereto shall be satisfactory in a form reasonably satisfactory to AMT, and dated as of the Effective Time, substance to the effect that the Acquired Fund. F. The representations and warranties of MainStay the Acquiring Fund contained herein shall be true and correct in all material respects at and as of the Closing Date and each of Madison Funds and the Acquiring Fund shall have complied with all of the terms of the Agreement and satisfied all of the conditions on its part to be performed or satisfied at or prior to such date, and the Acquired Fund shall have been furnished with a certificate of the President, Secretary or Treasurer of Madison Funds, on behalf of the Acquiring Fund, made to this effect dated the Closing Date. G. The Acquired Fund shall have received an opinion satisfactory in this Agreement are true form and correct at and as substance to the Acquired Fund from Xxxxxxx & Xxxx, S.C. which shall be entitled to rely in rendering such opinion on the representations of the Effective TimeAcquired Fund herein and such other customary representations as it deems necessary for purposes of such opinion, except as they may be affected to the effect that, for federal income tax purposes: (a) The Acquired Fund’s transfer of all of its assets to the Acquiring Fund solely in exchange for Shares of the Acquiring Fund and the assumption by the transactions contemplated Acquiring Fund of all the liabilities of the Acquired Fund, followed by this Agreementthe Acquired Fund’s distribution of Shares of the Acquiring Fund to the Acquired Fund’s shareholders in complete liquidation of the Acquired Fund will constitute a “reorganization” within the meaning of Section 368(a) of the Code. The Acquired Fund and the Acquiring Fund will each be “a party to a reorganization” within the meaning of Section 368(b) of the Code; (b) Under Section 354 of the Code, and as to such other matters as AMT shall reasonably request.no gain or loss will be recognized by the shareholders of the Acquired Fund upon the exchange of shares of the Acquired Fund for the Shares of the Acquiring Fund; (c) The post-effective amendment Under Sections 361 and 357 of the Code, the Acquired Fund will not recognize gain or loss (i) upon the transfer of all of its assets to the registration statement Acquiring Fund solely in exchange for Shares of the Acquiring Fund on Form N-1A relating to and the assumption by the Acquiring Fund of all of the Acquired Fund’s liabilities, or (ii) upon the distribution of the Shares of the Acquiring Fund to the shareholders of the Acquired Fund; (d) Under Section 1032 of the Code, the Acquiring Fund will not recognize gain or loss upon its receipt of all of the Acquired Fund’s assets and liabilities, if any, solely in exchange for Shares of the Acquiring Fund; (e) Under Section 358 of the Code, the aggregate adjusted tax basis of the Shares of the Acquiring Fund received by each of the shareholders of the Acquired Fund will be the same as the shareholder’s aggregate adjusted tax basis in the shares of the Acquired Fund surrendered in exchange therefor; (f) Under Section 1223(1) of the Code, the holding period of the Shares of the Acquiring Fund received in exchange for Acquired Fund shares by each shareholder of the Acquired Fund will include the period for which such shareholder held or is treated for federal income tax purposes as having held the Acquired Fund shares surrendered in exchange therefor, provided that the shareholder held such Acquired Fund shares as capital assets; (g) Under Section 362(b) of the Code, the adjusted tax basis of the Acquired Fund’s assets in the hands of the Acquiring Fund will be the same as the adjusted tax basis of such assets to the Acquired Fund immediately prior to the transfer; (h) Under Section 1223(2) of the Code, the holding period of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the period during which those assets were held or treated for federal income tax purposes as held by the Acquired Fund; and (i) The Acquiring Fund will succeed to and take into account the items of the Acquired Fund described in Section 381(c) of the Code, subject to any application conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder. H. The Registration Statement shall have become effective and under the Securities Act, no stop order orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Acquiring Acquired Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or 1940 Securities Act. (d) MainStay Funds, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by MainStay Funds, on behalf of the Acquiring Fund, on or before the Effective Time. (e) The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3. (f) AMT shall have received on the Closing Date the opinion of Dechert LLP, counsel to the MainStay Funds, with such assumptions and limitations as shall be in the reasonable opinion of such firm appropriate to render the opinions expressed therein, dated as of the Closing Date, covering the following points: (1) MainStay Funds has been duly organized and is validly existing and in good standing under the laws of the State of Delaware and has the trust power to own all of the Acquiring Fund’s properties and assets and to carry on its business, including that of the Acquiring Fund, as a registered investment company; (2) The Agreement has been duly authorized by MainStay Funds, on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of the Agreement by AMT, is a valid and binding obligation of MainStay Funds on behalf of the Acquiring Fund enforceable against MainStay Funds 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; (3) The Acquiring Fund Shares to be issued to the Acquired Fund Shareholders as provided by this Agreement are duly authorized, upon such delivery will be validly issued and outstanding, and will be fully paid and non-assessable by MainStay Funds and no shareholder of an Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; (4) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of MainStay Funds’ Declaration of Trust or By-Laws or any provision of any agreement (known to such counsel) to which MainStay Funds is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the MainStay Funds is a party or by which it is bound; (5) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required to be obtained by MainStay Funds in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities laws; (6) MainStay Funds is a registered investment company classified as a management company of the open-end type with respect to each series of shares it offers, including those of the Acquiring Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (7) To the knowledge of such counsel, and except as otherwise disclosed to AMT pursuant to paragraph 4.2(h) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to MainStay Funds or the Acquiring Fund and neither MainStay Funds nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business.

Conditions Precedent to Obligations of Acquired Fund. The obligations of AMT, on behalf of the Acquired Fund, Fund to consummate complete the transactions provided for herein shall be subject, at AMTthe Acquired Fund’s election, to the following conditions: (a) All representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. (b) MainStay Funds, on behalf of the The Acquiring Fund, Fund shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to AMTthe Acquired Fund, and dated as of the Effective Time, to the effect that the representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, Fund made in this Agreement are true and correct in all material respects at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as AMT the Acquired Fund shall reasonably request. (c) The post-effective amendment to the registration statement of the Acquiring Fund on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Acquiring Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or 1940 Act. (d) MainStay Funds, on behalf of the Acquiring Fund, shall have performed in all material respects all of the covenants and complied in all material respects with all of the provisions required by this Agreement to be performed or complied with by MainStay Funds, on behalf of the Acquiring Fund, on or before the Effective Time. (ed) The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3. (fe) AMT The Acquired Fund shall have received on the Closing Date the opinion of Dechert LLP, counsel to the MainStay Funds, with such assumptions and limitations Acquiring Fund (which may reasonably rely as shall be in to matters governed by the reasonable laws of the State of Maryland on an opinion of such firm appropriate to render Maryland counsel and/or certificates of officers or Trustees of the opinions expressed therein, Acquiring Fund) dated as of the Closing Date, covering the following points: (1i) MainStay Funds has been The Acquiring Fund is a statutory trust duly organized and is organized, validly existing and in good standing under the laws of the State of Delaware Maryland and has the trust power to own all of the Acquiring Fund’s its properties and assets and to carry on its business, business including that of the Acquiring Fund, as a registered investment company, and the Acquiring Fund has all necessary federal, state and local authorizations to carry on its business as now being conducted; (2ii) The Agreement has been duly authorized authorized, executed and delivered by MainStay Funds, on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of the Agreement by AMTthe Acquired Fund, is a valid and binding obligation of MainStay Funds on behalf of the Acquiring Fund enforceable against MainStay Funds the Acquiring Fund 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; (3iii) The Acquiring Fund Shares to be issued to the Acquired Fund Shareholders as provided by this Agreement are duly authorized, upon such delivery will be validly issued and outstanding, and will be are fully paid and non-assessable by MainStay Funds the Acquiring Fund, and no shareholder of an the Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; (4iv) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of MainStay Funds’ the Acquiring Fund’s Amended and Restated Declaration of Trust or its Amended and Restated By-Laws Laws, each as amended from time-to-time, or a material violation of any provision of any agreement (known to such counsel) to which MainStay Funds the Acquiring Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreementagreement not disclosed to the Acquired Fund, judgment or decree to which the MainStay Funds Acquiring Fund is a party or by which it is bound; (5v) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware Maryland is required to be obtained by MainStay Funds the Acquiring Fund in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities lawsor blue sky laws (other than those of the State of Maryland); (6vi) MainStay Funds The Acquiring Fund is a registered investment company classified as a management company of the openclosed-end type with respect to each series of shares it offers, including those of the Acquiring Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (7vii) To the knowledge of such counsel, and except as otherwise disclosed to AMT pursuant to paragraph 4.2(h) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to MainStay Funds or the Acquiring Fund or any of its properties or assets and neither MainStay Funds nor 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 which materially and adversely affects its business.

Conditions Precedent to Obligations of Acquired Fund. The obligations of AMTMcMorgan Funds, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at AMT’s McMorgan Funds' election, to the following conditions: (a) All representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. (b) MainStay Funds, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to AMTMcMorgan Funds, and dated as of the Effective Time, to the effect that the representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as AMT McMorgan Funds shall reasonably request. (c) The post-effective amendment to the registration statement of the Acquiring Fund on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Acquiring Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or 1940 Act. (d) MainStay Funds, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by MainStay Funds, on behalf of the Acquiring Fund, on or before the Effective Time. (ed) The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Class I Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3. (fe) AMT At or before the Effective Time, the Acquired Fund shall have received the Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Schedule of Investments of the Acquired Fund for the fiscal year ended October 31, 2007 that have been audited by TWB and are substantially complete (the "AUDITED OCTOBER 31, 2007 FINANCIAL STATEMENTs"). In addition, before the Effective Time, the Acquired Fund shall have received a certification, and the Audit Committee of the Board of Trustees of McMorgan Funds shall have received an oral report, from TWB to the effect that: (1) TWB had substantially performed a review of subsequent events ("Subsequent Events Review") from October 31, 2007 through the period ending on the Closing Date day immediately before the opinion of Dechert LLPdate when the Effective Time occurs (the "Subsequent Events Review End Date") in a manner consistent with GAAP and other applicable accounting principles and standards; (2) the Subsequent Events Review, counsel to the MainStay Funds, with such assumptions and limitations as shall be in the reasonable opinion of such firm appropriate to render the opinions expressed therein, dated as of the Closing Subsequent Events Review End Date, covering had not revealed any additional information, events or bases requiring the following points:addition, deletion or other modification to the Audited October 31, 2007 Financial Statements or notes thereto; and (3) TWB would complete the audit and the Subsequent Events Review on or before December 17, 2007 and report to the Board of Trustees of McMorgan Funds on December 18, 2007 (or on such later date that the Board of Trustees next meets) any additional information, events or bases requiring the addition, deletion or other modification to the Audited October 31, 2007 Financial Statements or notes thereto. If the Subsequent Events Review requires any such modification, both parties shall act and cooperate in good faith to address and rectify any adverse condition arising from such modification. (1) MainStay Funds has been duly organized and is validly existing and in good standing under the laws of the State of Delaware and has the trust power to own all of the Acquiring Fund’s properties and assets and to carry on its business, including that of the Acquiring Fund, as a registered investment company; (2) The Agreement has been duly authorized by MainStay Funds, on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of the Agreement by AMT, is a valid and binding obligation of MainStay Funds on behalf of the Acquiring Fund enforceable against MainStay Funds 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; (3f) The Acquiring Fund Shares to be issued shall have declared and paid a distribution or distributions prior to the Acquired Fund Shareholders as provided by this Agreement are duly authorizedEffective Time that, upon such delivery will be validly issued and outstandingtogether with all previous distributions, and will be fully paid and non-assessable by MainStay Funds and no shareholder shall have the effect of an Acquiring Fund has any preemptive rights distributing to subscription or purchase in respect thereof; its shareholders: (4i) The execution and delivery substantially all of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of MainStay Funds’ Declaration of Trust or By-Laws or any provision of any agreement (known to such counsel) to which MainStay Funds is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the MainStay Funds is a party or by which it is bound; (5) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required to be obtained by MainStay Funds in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities laws; (6) MainStay Funds is a registered its investment company classified as a management company of the opentaxable income and net tax-end type with respect to each series of shares it offersexempt interest income, including those of the Acquiring Fundif any, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (7) To the knowledge of such counsel, and except as otherwise disclosed to AMT pursuant to paragraph 4.2(h) of this Agreement, no litigation incurred or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to MainStay Funds or realized by the Acquiring Fund during its 2007 taxable year as of the Effective Time, together will all of the Acquired Fund's previously undistributed net capital gains, if any, through October 31, 2007; and neither MainStay Funds nor the Acquiring Fund is a party to or subject to the provisions of (ii) any orderundistributed investment company taxable income, decree or judgment of net tax-exempt interest income, and net realized capital gains from any court or governmental body which materially and adversely affects its businessprior taxable year.

Conditions Precedent to Obligations of Acquired Fund. The obligations of AMTMSF, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at AMTMSF’s election, to the following conditions: (a) All representations and warranties of MainStay FundsMFT, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. (b) MainStay FundsMFT, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to AMTMGF, and dated as of the Effective Time, to the effect that the representations and warranties of MainStay FundsMFT, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as AMT MGF shall reasonably request. (c) The post-effective amendment to the registration statement of the Acquiring Fund on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Acquiring Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or 1940 Act. (d) MainStay FundsMFT, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by MainStay FundsMFT, on behalf of the Acquiring Fund, on or before the Effective Time. (e) The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3. (f) AMT shall have received on the Closing Date the opinion of Dechert LLP, counsel to the MainStay Funds, with such assumptions and limitations as shall be in the reasonable opinion of such firm appropriate to render the opinions expressed therein, dated as of the Closing Date, covering the following points: (1) MainStay Funds has been duly organized and is validly existing and in good standing under the laws of the State of Delaware and has the trust power to own all of the Acquiring Fund’s properties and assets and to carry on its business, including that of the Acquiring Fund, as a registered investment company; (2) The Agreement has been duly authorized by MainStay Funds, on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of the Agreement by AMT, is a valid and binding obligation of MainStay Funds on behalf of the Acquiring Fund enforceable against MainStay Funds 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; (3) The Acquiring Fund Shares to be issued to the Acquired Fund Shareholders as provided by this Agreement are duly authorized, upon such delivery will be validly issued and outstanding, and will be fully paid and non-assessable by MainStay Funds and no shareholder of an Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; (4) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of MainStay Funds’ Declaration of Trust or By-Laws or any provision of any agreement (known to such counsel) to which MainStay Funds is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the MainStay Funds is a party or by which it is bound; (5) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required to be obtained by MainStay Funds in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities laws; (6) MainStay Funds is a registered investment company classified as a management company of the open-end type with respect to each series of shares it offers, including those of the Acquiring Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (7) To the knowledge of such counsel, and except as otherwise disclosed to AMT pursuant to paragraph 4.2(h) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to MainStay Funds or the Acquiring Fund and neither MainStay Funds nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business.

Conditions Precedent to Obligations of Acquired Fund. The obligations of AMT, on behalf of the Acquired Fund, Fund to consummate complete the transactions provided for herein shall be subject, at AMTthe Acquired Fund’s election, to the following conditions: (a) All representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. (b) MainStay Funds, on behalf of the The Acquiring Fund, Fund shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to AMTthe Acquired Fund, and dated as of the Effective Time, to the effect that the representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as AMT the Acquired Fund shall reasonably request. (c) The post-effective amendment to the registration statement of the Acquiring Fund on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Acquiring Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or 1940 Act. (d) MainStay Funds, on behalf of the Acquiring Fund, shall have performed in all material respects all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by MainStay Funds, on behalf of the Acquiring Fund, on or before the Effective Time. (ed) The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3. (fe) AMT The Acquired Fund, shall have received on the Closing Date the opinion of Dechert LLP, counsel to the MainStay Funds, with such assumptions and limitations Acquiring Fund (which may reasonably rely as shall be in to matters governed by the reasonable laws of the State of Maryland on an opinion of such firm appropriate to render Maryland counsel and/or certificates of officers or Trustees of the opinions expressed therein, Acquiring Fund) dated as of the Closing Date, covering the following points: (1i) MainStay Funds has been The Acquiring Fund is a statutory trust duly organized and is organized, validly existing and in good standing under the laws of the State of Delaware Maryland and has the trust power to own all of the Acquiring Fund’s its properties and assets and to carry on its business, including that of the Acquiring Fund, as a registered investment company, and the Acquiring Fund has all necessary federal, state and local authorizations to carry on its business as now being conducted; (2ii) The Agreement has been duly authorized authorized, executed and delivered by MainStay Funds, on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of the Agreement by AMTthe Acquired Fund, is a valid and binding obligation of MainStay Funds on behalf of the Acquiring Fund enforceable against MainStay Funds the Acquiring Fund 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; (3iii) The Acquiring Fund Shares to be issued to the Acquired Fund Shareholders as provided by this Agreement are duly authorized, upon such delivery will be validly issued and outstanding, and will be are fully paid and non-assessable by MainStay Funds the Acquiring Fund, and no shareholder of an the Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; (4iv) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of MainStay Funds’ the Acquiring Fund’s Amended and Restated Declaration of Trust or its Amended and Restated By-Laws or a material violation of any provision of any agreement (known to such counsel) to which MainStay Funds the Acquiring Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreementagreement not disclosed to the Acquired Fund, judgment or decree to which the MainStay Funds Acquiring Fund is a party or by which it is bound; (5v) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware Maryland is required to be obtained by MainStay Funds the Acquiring Fund in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities lawsor blue sky laws (other than those of the State of Maryland); (6vi) MainStay Funds The Acquiring Fund is a registered investment company classified as a management company of the openclosed-end type with respect to each series of shares it offers, including those of the Acquiring Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (7vii) To the knowledge of such counsel, and except as otherwise disclosed to AMT pursuant to paragraph 4.2(h) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to MainStay Funds or the Acquiring Fund or any of its properties or assets and neither MainStay Funds nor 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 which materially and adversely affects its business.

Conditions Precedent to Obligations of Acquired Fund. The obligations of AMT, on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at AMT’s its election, to the performance by the Company, on behalf of Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 6.1 All representations and warranties of MainStay Funds, the Company made on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, Closing Date with the same force and effect as if made on and as of the Effective Time.Closing Date; (b) MainStay Funds6.2 The Company, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by its President or Vice Company’s President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to AMT, Acquired Fund and dated as of the Effective TimeClosing Date, to the effect that the representations and warranties of MainStay Fundsthe Company, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Effective TimeClosing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as AMT Acquired Fund shall reasonably request.; (c) The post-effective amendment to the registration statement of the Acquiring Fund on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Acquiring Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or 1940 Act. (d) MainStay Funds, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by MainStay Funds, on behalf of the Acquiring Fund, on or before the Effective Time. (e) The 6.3 Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3. (f) AMT shall have received on the Closing Date the a favorable opinion of from Dechert LLP, counsel to the MainStay Funds, with such assumptions and limitations as shall be in the reasonable opinion of such firm appropriate to render the opinions expressed thereinAcquiring Fund, dated as of the Closing Date, covering to the following pointseffect that: (1a) MainStay Funds has been duly organized and Acquiring Fund is a series of the Company, is a validly existing and in good standing under the laws of the State of Delaware Maryland corporation, and has the trust power to own all of the Acquiring Fund’s its properties and assets and to carry on its businessbusiness as presently conducted (Maryland counsel may be relied upon in delivering such opinion); (b) the Company is a duly registered, including that of the Acquiring Fundopen-end, as a registered management investment company; , and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; (2c) The this Agreement has been duly authorized authorized, executed and delivered by MainStay Funds, on behalf of the Acquiring Fund Company and, assuming that the Registration Statement complies with the 1933 Act, the 1934 Act and the 1940 Act and regulations thereunder and assuming due authorization, execution and delivery of the this Agreement by AMTAcquired Fund, is a valid and binding obligation of MainStay Funds on behalf of the Acquiring Fund enforceable against MainStay Funds Acquiring Fund in accordance with its terms, subject, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and to general equity principles; ; (3d) The Acquiring Fund Shares to be issued to the Acquired Fund Shareholders Stockholders as provided by this Agreement are duly authorized, authorized and upon such delivery will be validly issued and outstandingissued, and will be fully paid and non-assessable by MainStay Funds assessable, and no shareholder stockholder of an Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; thereof (4Maryland counsel may be relied upon in delivering such opinion); (e) The the execution and delivery of the this Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation violate the Company’s Articles of MainStay Funds’ Declaration of Trust Incorporation or By-Laws or any provision of any agreement Laws, each as amended; and (known to such counself) to which MainStay Funds is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the MainStay Funds is a party or by which it is bound; (5) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware any state is required to be obtained for the consummation by MainStay Funds in order to consummate Acquiring Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, Act and such as may be required under state securities laws; (6) MainStay Funds is a registered investment company classified as a management company of the open-end type with respect to each series of shares it offers, including those of the Acquiring Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (7) To 6.4 As of the knowledge Closing Date, there shall have been no material change in the investment objective, policies and restrictions of such counselAcquiring Fund or any increase in the investment management fees or annual fees pursuant to Acquiring Fund’s shareholder services plan fees from those described in Acquiring Fund’s Prospectus dated June 26, 2012, as may be supplemented, and except the Company’s Statement of Additional Information dated June 26, 2012, as otherwise disclosed to AMT pursuant to paragraph 4.2(h) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to MainStay Funds or the Acquiring Fund and neither MainStay Funds nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its businessmay be supplemented.

Conditions Precedent to Obligations of Acquired Fund. The obligations of AMT, on behalf of the Acquired Fund, Fund to consummate complete the transactions provided for herein shall be subject, at AMTthe Acquired Fund’s election, to the following conditions: (a) All representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. (b) MainStay Funds, on behalf of the The Acquiring Fund, Fund shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to AMTthe Acquired Fund, and dated as of the Effective Time, to the effect that the representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as AMT the Acquired Fund shall reasonably request. (c) The post-effective amendment to the registration statement of the Acquiring Fund on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Acquiring Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or 1940 Act. (d) MainStay Funds, on behalf of the Acquiring Fund, shall have performed in all material respects all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by MainStay Funds, on behalf of the Acquiring Fund, on or before the Effective Time. (ed) The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3. (fe) AMT The Acquired Fund, shall have received on the Closing Date the opinion of Dechert LLP, counsel to the MainStay Funds, with such assumptions and limitations Acquiring Fund (which may reasonably rely as shall be in to matters governed by the reasonable laws of the State of Delaware on an opinion of such firm appropriate to render Delaware counsel and/or certificates of officers or Trustees of the opinions expressed therein, Acquiring Fund) dated as of the Closing Date, covering the following points: (1i) MainStay Funds has been The Acquiring Fund is a statutory trust duly organized and is organized, validly existing and in good standing under the laws of the State of Delaware and has the trust power to own all of the Acquiring Fund’s its properties and assets and to carry on its business, including that of the Acquiring Fund, as a registered investment company, and the Acquiring Fund has all necessary federal, state and local authorizations to carry on its business as now being conducted; (2ii) The Agreement has been duly authorized authorized, executed and delivered by MainStay Funds, on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of the Agreement by AMTthe Acquired Fund, is a valid and binding obligation of MainStay Funds on behalf of the Acquiring Fund enforceable against MainStay Funds the Acquiring Fund 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; (3iii) The Acquiring Fund Shares to be issued to the Acquired Fund Shareholders as provided by this Agreement are duly authorized, upon such delivery will be validly issued and outstanding, and will be are fully paid and non-assessable by MainStay Funds the Acquiring Fund, and no shareholder of an the Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; (4iv) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of MainStay Funds’ the Acquiring Fund’s Amended and Restated Declaration of Trust or its Amended and Restated By-Laws or a material violation of any provision of any agreement (known to such counsel) to which MainStay Funds the Acquiring Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreementagreement not disclosed to the Acquired Fund, judgment or decree to which the MainStay Funds Acquiring Fund is a party or by which it is bound; (5v) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required to be obtained by MainStay Funds the Acquiring Fund in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities lawsor blue sky laws (other than those of the State of Delaware); (6vi) MainStay Funds The Acquiring Fund is a registered investment company classified as a management company of the openclosed-end type with respect to each series of shares it offers, including those of the Acquiring Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (7vii) To the knowledge of such counsel, and except as otherwise disclosed to AMT pursuant to paragraph 4.2(h) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to MainStay Funds or the Acquiring Fund or any of its properties or assets and neither MainStay Funds nor 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 which materially and adversely affects its business.

Conditions Precedent to Obligations of Acquired Fund. The obligations of AMTVMF, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at AMTVMF’s election, to the following conditions: (a) All representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. (b) MainStay Funds, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to AMTVMF, and dated as of the Effective Time, to the effect that the representations and warranties of MainStay Funds, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Effective Time, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as AMT VMF shall reasonably request. (c) The post-effective amendment to the registration statement of the Acquiring Fund on Form N-1A relating to the Acquiring Fund Shares shall have become effective and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Acquiring Fund, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act or 1940 Act. (d) MainStay Funds, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by MainStay Funds, on behalf of the Acquiring Fund, on or before the Effective Time. (e) The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.3. (f) AMT VMF shall have received on the Closing Date the opinion of Dechert LLP, counsel to the MainStay Funds, with such assumptions and limitations as shall be in the reasonable opinion of such firm appropriate to render the opinions expressed therein, dated as of the Closing Date, covering the following points: (1) MainStay Funds has been duly organized and is validly existing and in good standing under the laws of the State of Delaware and has the trust power to own all of the Acquiring Fund’s properties and assets and to carry on its business, including that of the Acquiring Fund, as a registered investment company; (2) The Agreement has been duly authorized by MainStay Funds, on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of the Agreement by AMTVMF, is a valid and binding obligation of MainStay Funds on behalf of the Acquiring Fund enforceable against MainStay Funds 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; (3) The Acquiring Fund Shares to be issued to the Acquired Fund Shareholders as provided by this Agreement are duly authorized, upon such delivery will be validly issued and outstanding, and will be fully paid and non-assessable by MainStay Funds and no shareholder of an Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof; (4) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a material violation of MainStay Funds’ Declaration of Trust or By-Laws or any provision of any agreement (known to such counsel) to which MainStay Funds is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the MainStay Funds is a party or by which it is bound; (5) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required to be obtained by MainStay Funds in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities laws; (6) MainStay Funds is a registered investment company classified as a management company of the open-end type with respect to each series of shares it offers, including those of the Acquiring Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (7) To the knowledge of such counsel, and except as otherwise disclosed to AMT VMF pursuant to paragraph 4.2(h) of this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to MainStay Funds or the Acquiring Fund and neither MainStay Funds nor the Acquiring Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business.