Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 All representations and warranties of the Acquiring 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s name by its President or Vice President, and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably request.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1. All representations and warranties of the Acquiring 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2. The Trust, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in its name by its President or a Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Trust, on behalf of the Acquiring Fund, made in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; 6.3. The Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund Fund, on or before the Closing Date; and 7.3 6.4. The Acquired Fund and the Acquiring Fund shall have delivered to agreed on the Acquired Fund a certificate executed in the Acquiring Fund’s name by its President or Vice President, number of full and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the fractional Acquiring Fund made Shares of each class to be issued in connection with the Reorganization (as listed in Exhibit A) after such number has been calculated in accordance with paragraph 1.1 of this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably requestAgreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling TrustHartford Series Fund, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling TrustHartford Series Fund’s election, to the performance by the Acquiring HIMCO Variable Insurance Trust, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1. All representations and warranties of the Acquiring HIMCO Variable Insurance 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The 6.2. HIMCO Variable Insurance Trust, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed by HIMCO Variable Insurance Trust’s President or Vice President and its Treasurer or Assistant Treasurer, and dated as of the Closing Date, to the effect that the representations and warranties of HIMCO Variable Insurance Trust, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; 6.3. HIMCO Variable Insurance Trust, 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 the Acquiring HIMCO Variable Insurance Trust, on behalf of the Acquiring Fund Fund, on or before the Closing Date; and 7.3 6.4. The number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization shall have delivered to the Acquired Fund a certificate executed been calculated in the Acquiring Fund’s name by its President or Vice President, and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably requestaccordance with paragraph 1.1 herein.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s 's election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1. All representations and warranties of the Acquiring 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2. The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund Trust shall have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Trust, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably request; 6.3. The Trust, 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 the Trust, on behalf of the Acquiring Fund, on or before the Closing Date; and 6.4. The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling TrustCompany, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s Company's election, to the performance by the Acquiring TrustCompany, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1. All representations and warranties of the Acquiring TrustCompany, 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2. The Company, on behalf of the Acquiring TrustFund, shall have delivered to the Acquired Fund a certificate executed by the Company's President or Vice President and its Treasurer or Assistant Treasurer, and dated as of the Closing Date, to the effect that the representations and warranties of the Company, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; 6.3. The Company, 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 the Acquiring TrustCompany, on behalf of the Acquiring Fund Fund, on or before the Closing Date; and 7.3 6.4. The number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization shall have delivered to the Acquired Fund a certificate executed been calculated in the Acquiring Fund’s name by its President or Vice President, and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably requestaccordance with paragraph 1.1 herein.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s 's election, to the performance by the Acquiring TrustCompany, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1. All representations and warranties of the Acquiring TrustCompany, 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2. The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund Company shall have delivered to the Acquired Fund Trust a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Company, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund Trust shall reasonably request; 6.3. The Company, 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 the Company, on behalf of the Acquiring Fund, on or before the Closing Date; and 6.4. The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling Trust’s its election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, Surviving Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 (a) All representations and warranties of the Acquiring Trust, on behalf of the Acquiring Fund, Surviving 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The Acquiring Trust. On the Closing Date, the Acquired Fund shall have received a certificate from the President or Vice President of the Surviving Fund, dated as of such date, certifying on behalf of Surviving Fund that as of such date that the Acquiring Fundconditions set forth in this clause (a) have been met. (b) On the Closing Date, the Surviving Fund shall have performed all of the covenants and complied in all material respects with all each of the provisions its agreements and covenants required by this Agreement to be performed or complied with by the Acquiring TrustSurviving Fund prior to or at the Closing Date and the Acquired Fund shall have received a certificate from the President or Vice President of the Surviving Fund, dated as of such date, certifying on behalf of the Acquiring Surviving Fund on or before that the Closing Date; and 7.3 The Acquiring Fund shall conditions set forth in this clause (b) have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s name by its President or Vice Presidentbeen, and its Treasurer or Assistant Treasurercontinue to be, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably requestsatisfied.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling TrustCorporation, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s its election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, Fund of all the obligations to be performed by it hereunder on at or before the Closing DateClosing, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring TrustCorporation, 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 Closing DateClosing, with the same force and effect as if made on at and as of the Closing; and there shall be (i) no pending or threatened litigation brought by any person (other than the Acquired Fund, its adviser or any of their affiliates) against the Acquiring Fund or its investment adviser(s), Board members or officers arising out of this Agreement and (ii) no facts known to the Acquiring Fund which the Acquiring Fund reasonably believes might result in such litigation. 6.2 The Acquiring Fund shall have delivered to the Acquired Fund at the Closing a certificate executed in its name by the Corporation’s President, Treasurer, an Assistant Treasurer or a Vice President, in a form reasonably satisfactory to the Acquired Fund and dated as of the Closing Date;, to the effect that the representations and warranties of the Corporation, on behalf of the Acquiring Fund, made in this Agreement are true and correct as of the Closing, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquired Fund shall reasonably request. 7.2 6.3 The Acquiring TrustCorporation, 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 the Acquiring Trust, on behalf of the Acquiring Fund on at or before the Closing Date; and 7.3 The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s name by its President or Vice President, and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably requestClosing.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling ING Trust, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling ING Trust’s 's election, to the performance by the Acquiring Pilgrim Trust, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring Pilgrim 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2 The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund Pilgrim Trust shall have delivered to the Acquired Fund ING Trust a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, ING Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Pilgrim Trust, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund ING Trust shall reasonably request; 6.3 The Pilgrim Trust, 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 the Pilgrim Trust, on behalf of the Acquiring Fund, on or before the Closing Date; and 6.4 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling MainStay Funds Trust, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling MainStay Funds Trust’s election, to the performance by the Acquiring MainStay Funds Trust, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring MainStay Funds Trust, on behalf of the Acquiring Fund, contained in this Agreement Plan 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 AgreementPlan, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The 6.2 MainStay Funds Trust, 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 MainStay Funds Trust, and dated as of the Closing Date, to the effect that the representations and warranties of MainStay Funds Trust, on behalf of the Acquiring Fund, made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and as to such other matters as MainStay Funds Trust shall reasonably request; 6.3 MainStay Funds Trust, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement Plan to be performed or complied with by the Acquiring MainStay Funds Trust, on behalf of the Acquiring Fund Fund, on or before the Closing Date; and 7.3 6.4 The Acquired Fund and the Acquiring Fund shall have delivered to agreed on the Acquired Fund a certificate executed in the Acquiring Fund’s name by its President or Vice President, number of full and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the fractional Acquiring Fund made Shares to be issued in this Agreement are true and correct at and as of connection with the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to Reorganization after such other matters as the Acquired Fund shall reasonably requestnumber has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling TrustCompany, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling TrustCompany’s election, to the performance by the Acquiring TrustCompany, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1. All representations and warranties of the Acquiring TrustCompany, 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2. The Company, on behalf of the Acquiring TrustFund, shall have delivered to the Acquired Fund a certificate executed by the Company’s President or Vice President and its Treasurer or Assistant Treasurer, and dated as of the Closing Date, to the effect that the representations and warranties of the Company, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; 6.3. The Company, 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 the Acquiring TrustCompany, on behalf of the Acquiring Fund Fund, on or before the Closing Date; and 7.3 6.4. The number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization shall have delivered to the Acquired Fund a certificate executed been calculated in the Acquiring Fund’s name by its President or Vice President, and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably requestaccordance with paragraph 1.1 herein.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling TrustThe MainStay Funds, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s The MainStay Funds’ election, to the performance by the Acquiring TrustICAP Funds, Inc., on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring TrustICAP Funds, Inc., on behalf of the Acquiring Fund, contained in this Agreement Plan 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 AgreementPlan, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2 ICAP Funds, Inc., 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 The MainStay Funds, and dated as of the Closing Date, to the effect that the representations and warranties of ICAP Funds, Inc., on behalf of the Acquiring TrustFund, made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and as to such other matters as The MainStay Funds shall reasonably request; 6.3 ICAP Funds, Inc., on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement Plan to be performed or complied with by the Acquiring TrustICAP Funds, Inc., on behalf of the Acquiring Fund Fund, on or before the Closing Date; and 7.3 6.4 The Acquired Fund and the Acquiring Fund shall have delivered to agreed on the Acquired Fund a certificate executed in the Acquiring Fund’s name by its President or Vice Presidentnumber of full and fractional Investor Class, Class A, Class B, Class C, Class I, Class R1 and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Class R2 Acquiring Fund made Shares to be issued in this Agreement are true and correct at and as of connection with the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to Reorganization after such other matters as the Acquired Fund shall reasonably requestnumber has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s 's election, to the performance by the Acquiring TrustCompany, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring TrustCompany, 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2 The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund Company shall have delivered to the Acquired Fund Trust a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Company, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund Trust shall reasonably request; 6.3 The Company, 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 the Company, on behalf of the Acquiring Fund, on or before the Closing Date; and 6.4 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s 's election, to the performance by the Acquiring TrustCompany, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1. All representations and warranties of the Acquiring TrustCompany, 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2. The Company shall have delivered to the Trust a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Company, on behalf of the Acquiring TrustFund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Trust shall reasonably request; 6.3. The Company, 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 the Acquiring TrustCompany, on behalf of the Acquiring Fund Fund, on or before the Closing Date; and 7.3 6.4. The Acquired Fund and the Acquiring Fund shall have delivered to agreed on the Acquired Fund a certificate executed in the Acquiring Fund’s name by its President or Vice President, number of full and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the fractional Acquiring Fund made Shares of each Class to be issued in this Agreement are true and correct at and as of connection with the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to Reorganization after such other matters as the Acquired Fund shall reasonably requestnumber has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling TrustAcquired Fund’s election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 All representations and warranties of the Acquiring Trust, 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The Acquiring Trust, on behalf of the Acquiring Fund, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and; 7.3 The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s name by its President or Vice President, and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably request; and 7.4 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.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling Trust’s its election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, Surviving Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 (a) All representations and warranties of the Acquiring Trust, on behalf of the Acquiring Fund, Surviving 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The Acquiring Trust. On the Closing Date, the Acquired Fund shall have received a certificate from the President or Vice President of the Surviving Fund, dated as of such date, certifying on behalf of Surviving Fund that as of such date that the Acquiring Fundconditions set forth in this clause (a) have been met. (b) On the Closing Date, the Surviving Fund shall have performed all of the covenants and complied in all material respects with all each of the provisions its agreements and covenants required by this Agreement to be performed or complied with by the Acquiring TrustSurviving Fund prior to or at the Closing Date and the Acquired Fund shall have received a certificate from the President or Vice President of the Surviving Fund, dated as of such date, certifying on behalf of the Acquiring Surviving Fund on or before that the Closing Date; and 7.3 The Acquiring Fund shall conditions set forth in this clause (c) have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s name by its President or Vice Presidentbeen, and its Treasurer or Assistant Treasurercontinue to be, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably requestsatisfied.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, ING Trust on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling ING Trust’s 's election, to the performance by the Acquiring Trust, Pilgrim Trust on behalf of the Acquiring Fund, Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring Trust, Pilgrim Trust 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2 The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund Pilgrim Trust shall have delivered to the Acquired Fund ING Trust a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, ING Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Pilgrim Trust on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund ING Trust shall reasonably request; 6.3 The Pilgrim Trust 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 the Pilgrim Trust on behalf of the Acquiring Fund on or before the Closing Date; and 6.4 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling TrustTrust I, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s electionelection of Trust I, to the performance by the Acquiring TrustTrust II, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring TrustTrust II, 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 Closing Date, with the same force and effect as if made on and as of the Closing Date;. 7.2 The Acquiring Trust6.2 Trust II, 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 the Acquiring TrustTrust II, on behalf of the Acquiring Fund Fund, on or before the Closing Date; and. 7.3 The 6.3 Trust II, on behalf of the Acquiring Fund, shall have executed and delivered an assumption of the Liabilities (the “Assumption Instrument”) and all such other agreements and instruments as Trust I, on behalf of the Acquired Fund, may reasonably deem necessary or desirable in order to vest in and confirm (a) Trust I, on behalf of the Acquired Fund, has title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) Trust II’s, on behalf of the Acquiring Fund, assumption of all of the Liabilities and otherwise to carry out the intent and purpose of this Agreement. 6.4 Trust II, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its the Treasurer or Assistant TreasurerTreasurer of Trust II, in a form reasonably satisfactory to Trust I, on behalf of the Acquired Fund, and dated as of the Closing Date, as to the effect that the representations matters set forth in paragraphs 6.1 and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement 6.2 and as to such other matters as the Acquired Fund Trust I shall reasonably request. 6.5 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 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling TrustCompany, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s Company's election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1. All representations and warranties of the Acquiring 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2. The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund Trust shall have delivered to the Acquired Fund Company a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, Company and dated as of the Closing Date, to the effect that the representations and warranties of the Trust, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund Company shall reasonably request; 6.3. The Trust, 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 the Trust, on behalf of the Acquiring Fund, on or before the Closing Date; and 6.4. The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling TrustHarbor Funds, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s Harbor Funds’ election, to the performance by the Acquiring TrustHarbor Funds, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1. All representations and warranties of the Acquiring TrustHarbor Funds, on behalf of the Acquiring Fund, contained in this Agreement Plan 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 AgreementPlan, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The Acquiring Trust6.2. Harbor 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund’s name Fund by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired FundHarbor Funds, and dated as of the Closing Date, to the effect that the representations and warranties of Harbor Funds, on behalf of the Acquiring Fund Fund, made in this Agreement Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement Plan, and as to such other matters as the Acquired Fund Harbor Funds shall reasonably request.;

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling Trust’s Acquired Fund's election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring Trust, on behalf of Fund and the Acquiring Fund, Company 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2 The Acquiring TrustCompany, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Company and the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably request; 6.3 The Acquiring Company and 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 the Acquiring Company and the Acquiring Fund on or before the Closing Date; and 6.4 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Mayflower Trust, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Mayflower Trust’s 's election, to the performance by the Acquiring Pilgrim Trust, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1. All representations and warranties of the Acquiring Trust, on behalf of the Acquiring Fund, Pilgrim Trust 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2. The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund Pilgrim Trust shall have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, Mayflower Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Pilgrim Trust, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund Mayflower Trust shall reasonably request; 6.3. The Pilgrim Trust, 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 the Pilgrim Trust, on behalf of the Acquiring Fund, on or before the Closing Date; and 6.4. The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 All representations and warranties of the Acquiring 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Trust on behalf of the Acquiring Fund shall have delivered to the Acquired Fund Selling Trust a certificate executed in the Acquiring FundTrust’s name by its President or Vice President, and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired FundSelling Trust, and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund Trust made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund Selling Trust shall reasonably request.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling Trust’s its election, to the performance by the Acquiring TrustXxxxxx Fund, on behalf of the Acquiring Fund, Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring Trust, Xxxxxx Fund 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 Closing Date, Date with the same force and effect as if made on and as of the Closing Date;. 7.2 6.2 The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Xxxxxx Fund shall have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Xxxxxx Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably request. 6.3 The Xxxxxx Fund shall have performed and complied in all material respects with each of its agreements and covenants required by this Agreement to be performed or complied with by it prior to or at the Closing Date. 6.4 The Acquired Fund shall have received on the Closing Date the opinion of Dechert Price & Xxxxxx, counsel to the Xxxxxx Fund, dated as of the Closing Date, covering the following points: (a) The Xxxxxx Fund is a corporation duly organized, validly existing and in good standing under the laws of the state of Maryland and has the power to own all of its properties and assets, including those of the Acquiring Fund, and to carry on its business, including that of the Acquiring Fund, as presently conducted. (b) The Agreement has been duly authorized, executed and delivered by the Xxxxxx Fund on behalf of the Acquiring Fund and, assuming that the Reorganization Proxy Materials comply with the 1933 Act, the 1934 Act and the 1940 act and the rules and regulations thereunder and, assuming due authorization, execution and delivery of the Agreement by the Acquired Fund, is a valid and binding obligation of the Xxxxxx Fund on behalf of the Acquiring Fund enforceable against the Xxxxxx 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. (c) 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 are fully paid and non-assessable by the Acquiring Fund, and no shareholder of the Acquiring Fund has any preemptive rights to subscription or purchase in respect thereof. (d) 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 the Xxxxxx Fund's Articles of Incorporation or By-Laws or any provision of any agreement (known to such counsel) to which the Xxxxxx 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 agreement, judgment, or decree to which the Xxxxxx Fund is a party or by which it is bound. (e) 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 Maryland is required for the consummation by the Acquiring Fund of 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. (f) The Xxxxxx Fund is registered as a management investment company 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 a management investment company under the 1940 Act is in full force and effect. (g) Shares of the Xxxxxx Fund, including those of the Acquiring Fund, are registered under the 1933 Act, and such registration is in full force and effect. (h) To the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Xxxxxx Fund or the Acquiring Fund or any of their respective properties or assets and neither the Xxxxxx Fund 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 THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling Trust’s its election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring Trust, 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, and as of the Closing Date, Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Acquiring Trust, on behalf of and 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund shall have delivered to the Acquired Fund on the Closing Date a certificate executed in the Acquiring Fund’s its name by its the Trust’s President or Vice President, in form and its Treasurer or Assistant Treasurer, in a form substance reasonably satisfactory to the Acquired Fund, Fund and dated as of the Closing Date, to the such effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably request. 6.2 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of the Acquired Fund in accordance with the provisions of the Trust’s governing documents, applicable Massachusetts law and the 1940 Act. Notwithstanding anything herein to the contrary, neither the Acquired Fund nor the Acquiring Fund may waive the conditions set forth in this paragraph 6.2.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Mayflower Trust, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Mayflower Trust’s 's election, to the performance by the Acquiring Mutual Funds Trust, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring Mutual Funds 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund 6.2 Mutual Funds Trust shall have delivered to the Acquired Fund Mayflower Trust a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, Mayflower Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Mutual Funds Trust, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund Mayflower Trust shall reasonably request.;

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, Pilgrim Fund on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling Trust’s Pilgrim Fund's election, to the performance by the Acquiring Trust, Pilgrim Trust on behalf of the Acquiring Fund, Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring Trust, Pilgrim Trust 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund 6.2 Pilgrim Trust shall have delivered to the Acquired Pilgrim Fund a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, Pilgrim Fund and dated as of the Closing Date, to the effect that the representations and warranties of Pilgrim Trust on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Pilgrim Fund shall reasonably request; 6.3 Pilgrim Trust 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 Pilgrim Trust on behalf of the Acquiring Fund on or before the Closing Date; and 6.4 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling TrustThe MainStay Funds, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s The MainStay Funds’ election, to the performance by the Acquiring TrustEclipse Funds, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring TrustEclipse Funds, on behalf of the Acquiring Fund, contained in this Agreement Plan 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 AgreementPlan, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2 Eclipse 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 The MainStay Funds, and dated as of the Closing Date, to the effect that the representations and warranties of Eclipse Funds, on behalf of the Acquiring TrustFund, made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and as to such other matters as The MainStay Funds shall reasonably request; 6.3 Eclipse 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 Plan to be performed or complied with by the Acquiring TrustEclipse Funds, on behalf of the Acquiring Fund Fund, on or before the Closing Date; and 7.3 6.4 The Acquired Fund and the Acquiring Fund shall have delivered to agreed on the Acquired Fund a certificate executed in the Acquiring Fund’s name by its President or Vice Presidentnumber of full and fractional Investor Class, Class A, Class B, Class C and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Class I Acquiring Fund made Shares to be issued in this Agreement are true and correct at and as of connection with the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to Reorganization after such other matters as the Acquired Fund shall reasonably requestnumber has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, Fund to consummate complete the transactions provided for herein shall be subjectbe, at the Selling Trust’s its election, subject to the performance following conditions, unless waived by the Acquiring TrustAcquired Fund in writing (other than the condition set forth in Paragraph 5.4, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions:which condition is not waivable): 7.1 5.1. All representations and warranties of by the Acquiring 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 (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, Date with the same force and effect as if made on and as of the Closing Date; 7.2 5.2. The Acquiring Trust, on behalf of the Acquiring Fund, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and; 7.3 5.3. The Acquiring Fund Trust shall have delivered to AST on the Acquired Fund Closing Date a certificate executed in of the Trust, on behalf of the Acquiring Fund’s , executed in its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably and substance satisfactory to the Acquired Fund, AST and dated as of the Closing Date, to the effect that the representations and warranties each of the Acquiring Fund made conditions to Closing in this Agreement are true and correct at and as of the Closing DateSection 5 have been met, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund AST shall reasonably request; and 5.4. The Trust, on behalf of the Acquiring Fund, shall have delivered to AST and Wxxxxx Xxxxxx Pxxxxxxxx Xxxx and Dxxx LLP an Acquiring Fund Tax Representation Certificate, satisfactory to AST and Wxxxxx Xxxxxx Pxxxxxxxx Xxxx and Dxxx LLP concerning certain tax-related matters with respect to the Acquiring Fund.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling Trust’s its election, to the performance by the Acquiring TrustPIF, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1. All representations and warranties of the Acquiring TrustPIF, 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The 6.2. PIF, on behalf of the Acquiring TrustFund, shall have delivered to the Acquired Fund on the Closing Date a certificate executed in PIF's name by its President or a Vice President, in a form reasonably satisfactory to the Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct on and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquired Fund shall reasonably request; 6.3. PIF, 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 the Acquiring Trust, PIF on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 6.4. The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in and PIF, on behalf of the Acquiring Fund’s name by its President or Vice President, shall have agreed on the number of full and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the fractional Acquiring Fund made Shares of Class A and Class B to be issued in this Agreement are true and correct at and as of connection with the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to Reorganization after such other matters as the Acquired Fund shall reasonably requestnumber has been calculated in accordance with section 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling MainStay Funds Trust, on behalf of the each Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling MainStay Funds Trust’s election, to the performance by the Acquiring MainStay Funds Trust, on behalf of the corresponding Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring MainStay Funds Trust, on behalf of the an Acquiring Fund, contained in this Agreement Plan 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 AgreementPlan, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The Acquiring 6.2 MainStay Funds Trust, on behalf of the each 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund shall have delivered to the corresponding Acquired Fund a certificate executed in the name of the Acquiring Fund’s name Fund by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired FundMainStay Funds Trust, and dated as of the Closing Date, to the effect that the representations and warranties of MainStay Funds Trust, on behalf of the Acquiring Fund Fund, made in this Agreement Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement Plan, and as to such other matters as the Acquired Fund MainStay Funds Trust shall reasonably request; 6.3 MainStay Funds Trust, on behalf of each Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Plan to be performed or complied with by MainStay Funds Trust, on behalf of the Acquiring Fund, on or before the Closing Date; and 6.4 Each Acquired Fund and 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 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling Trust’s Acquired Fund's election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring Trust, 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 6.2 The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably request; 6.3 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 the Acquiring Fund, on or before the Closing Date; and 6.4 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 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling Trust’s its election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, Fund of all of the obligations to be performed by it hereunder on or before the Closing Date, Date and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 7.1 All representations and warranties of the Acquiring Trust, on behalf of the Acquiring Fund, contained made in this Agreement by the Acquiring Fund 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 Closing Date, Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s its name by its President or President, Executive Vice President, and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Acquired Fund, Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement by the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as Agreement; and 7.3 The Acquiring Fund shall have delivered to such other matters as the Acquired Fund shall reasonably requestand Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP an Acquiring Fund Tax Representation Certificate, satisfactory to the Acquired Fund and Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, substantially in the form attached to this Agreement as Annex B, concerning certain tax-related maters with respect to the Acquiring Fund.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling TrustHartford Series Fund, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling TrustHartford Series Fund’s election, to the performance by the Acquiring TrustHartford HLS Series Fund II, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1. All representations and warranties of the Acquiring TrustHartford HLS Series Fund II, 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The 6.2. Hartford HLS Series Fund II, on behalf of the Acquiring TrustFund, shall have delivered to the Acquired Fund a certificate executed by the Hartford HLS Series Fund II’s President or Vice President and its Treasurer or Assistant Treasurer, and dated as of the Closing Date, to the effect that the representations and warranties of Hartford HLS Series Fund II, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; 6.3. Hartford HLS Series Fund II, 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 the Acquiring TrustHartford HLS Series Fund II, on behalf of the Acquiring Fund Fund, on or before the Closing Date; and 7.3 6.4. The number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization shall have delivered to the Acquired Fund a certificate executed been calculated in the Acquiring Fund’s name by its President or Vice President, and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably requestaccordance with paragraph 1.1 herein.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, Advisory Funds on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling Trust’s Advisory Funds' election, to the performance by the Acquiring Trust, Investment Funds on behalf of the Acquiring Fund, Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring Trust, Investment 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund 6.2 Investment Funds shall have delivered to the Acquired Fund Advisory Funds a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, Advisory Funds and dated as of the Closing Date, to the effect that the representations and warranties of Investment Funds on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund Advisory Funds shall reasonably request; 6.3 Investment 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 Investment Funds on behalf of the Acquiring Fund on or before the Closing Date; and 6.4 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, Acquired Company on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling Trust’s Acquired Company's election, to the performance by the Acquiring Trust, Company on behalf of the Acquiring Fund, Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1. All representations and warranties of the Acquiring Trust, Company 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2. The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund Company shall have delivered to the Acquired Fund Company a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, Company and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Company on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund Company shall reasonably request; 6.3. The Acquiring Company 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 the Acquiring Company on behalf of the Acquiring Fund on or before the Closing Date; and 6.4. The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling TrustThe MainStay Funds, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s The MainStay Funds’ election, to the performance by the Acquiring TrustThe MainStay Funds, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring TrustThe MainStay Funds, on behalf of the Acquiring Fund, contained in this Agreement Plan 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 AgreementPlan, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2 The MainStay Funds, on behalf of the Acquiring TrustFund, 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 The MainStay Funds, and dated as of the Closing Date, to the effect that the representations and warranties of The MainStay Funds, on behalf of the Acquiring Fund, made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and as to such other matters as The MainStay Funds shall reasonably request; 6.3 The 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 Plan to be performed or complied with by the Acquiring TrustThe MainStay Funds, on behalf of the Acquiring Fund Fund, on or before the Closing Date; and 7.3 6.4 The Acquired Fund and the Acquiring Fund shall have delivered to agreed on the Acquired Fund a certificate executed in the Acquiring Fund’s name by its President or Vice Presidentnumber of full and fractional Investor Class, Class A, Class B, Class C, Class I, Class R2 and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Class R3 Acquiring Fund made Shares to be issued in this Agreement are true and correct at and as of connection with the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to Reorganization after such other matters as the Acquired Fund shall reasonably requestnumber has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling TrustCompany, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s Company's election, to the performance by the Acquiring TrustCompany, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1. All representations and warranties of the Acquiring TrustCompany, 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2. The Company, on behalf of the Acquiring TrustFund, 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 the Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Company, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquired Fund shall reasonably request; 6.3. The Company, 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 the Acquiring TrustCompany, on behalf of the Acquiring Fund Fund, on or before the Closing Date; and 7.3 6.4. The Acquired Fund and the Acquiring Fund shall have delivered to agreed on the Acquired Fund a certificate executed in the Acquiring Fund’s name by its President or Vice Presidentnumber of full and fractional Class A, Class B, Class C, Class K and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Class Y Acquiring Fund made Shares to be issued in this Agreement are true and correct at and as of connection with the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to Reorganization after such other matters as the Acquired Fund shall reasonably requestnumber has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling ING Trust, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling ING Trust’s 's election, to the performance by the Acquiring TrustCompany, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring TrustCompany, 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2 The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund Company shall have delivered to the Acquired Fund ING Trust a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, ING Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Company, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund ING Trust shall reasonably request; 6.3 The Company, 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 the Company, on behalf of the Acquiring Fund, on or before the Closing Date; and 6.4 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, ING Trust on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling ING Trust’s 's election, to the performance by the Acquiring Trust, Pilgrim Trust on behalf of the Acquiring Fund, Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring Trust, Pilgrim Trust 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2 The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund Pilgrim Trust shall have delivered to the Acquired Fund ING Trust a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, ING Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Pilgrim Trust, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund ING Trust shall reasonably request; 6.3 The Pilgrim Trust, 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 the Pilgrim Trust, on behalf of the Acquiring Fund, on or before the Closing Date; and 6.4 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, Company on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling Trust’s Company's election, to the performance by the Acquiring Trust, Company on behalf of the Acquiring Fund, Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 1. All representations and warranties of the Acquiring Trust, Company 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 2. The Acquiring Trust, Company 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund shall have delivered to the Company on behalf of the Acquired Fund a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Company on behalf of the Acquired Fund, Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Company on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Company on behalf of the Acquired Fund shall reasonably request; 3. The Company 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 the Company on behalf of the Acquiring Fund on or before the Closing Date; and 4. The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Class I Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling Trust’s its election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, Surviving Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 (a) All representations and warranties of the Acquiring Trust, on behalf of the Acquiring Fund, Surviving 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 Closing Date, with the same force and effect as if made on and as of the Closing Date;. On the Closing Date, the Acquired Fund shall have received a certificate from the President or Vice President of the Surviving Fund, dated as of such date, certifying on behalf of Surviving Fund that as of such date that the conditions set forth in this clause (a) have been met. 7.2 (b) The Acquiring Acquired Fund shall have received an opinion of Xxxxxx, Xxxxx & Bockius LLP, dated as of the Closing Date, in a form reasonably satisfactory to the Acquired Fund, covering the following points: (i) The Surviving Fund is a separate investment series of the Trust, which is duly organized and validly existing under the laws of the Commonwealth of Massachusetts and has the trust power to own all of its properties and assets and, to the knowledge of such counsel, to carry on its business as presently conducted. (ii) The Trust is registered as an investment company under the 1940 Act, and, to such counsels knowledge, such registration with the Commission as an investment company under the 1940 Act is in full force and effect. (iii) This Agreement has been duly authorized, executed and delivered by the Surviving Fund and, assuming due authorization, execution, and delivery of this Agreement by the Acquired Fund, is a valid and binding obligation of the Surviving Fund enforceable against the Surviving 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. (iv) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated in the Agreement will not, conflict with or result in a material breach of the terms or provisions of, or constitute a material default under, the then-current declaration of trust or by-laws of the Surviving Fund, or, to the knowledge of such counsel (without any independent investigation), any material agreement or instrument to which the Surviving Fund is a party or by which any properties belonging to the Surviving Fund may be bound. (v) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the Commonwealth of Massachusetts is required for consummation by the Surviving Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, 1934 Act and the 1940 Act, and as may be required under state securities laws or where the failure to obtain any such consent, approval, order or authorization would not have a material adverse effect on the operations of the Surviving Fund or the consummation of the transactions contemplated by this Agreement. (vi) To the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Surviving Fund or any of its respective properties or assets and the Surviving Fund is not a party to nor subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business other than as previously disclosed in the Registration Statement. (vii) Assuming that a consideration therefor not less than the net asset value thereof has been paid, the Surviving Fund Shares to be issued and delivered to the Acquired Fund on behalf of the Acquiring FundAcquired Fund shareholders as provided by this Agreement are duly authorized and upon such delivery will be legally issued and outstanding and fully paid and nonassessable, and no shareholder of the Surviving Fund has any statutory preemptive rights in respect thereof (except that shareholders of the Surviving Fund may under certain circumstances be held personally liable for its obligations). (viii) The Registration Statement, to the knowledge of such counsel, has been declared effective by the Commission and no stop order under the 1933 Act pertaining thereto has been issued. Such opinion may contain such assumptions and limitations as shall be in the opinion of such counsel appropriate to render the opinions expressed therein. In addition, such counsel shall be entitled to state that they have relied upon officers certificates and certificates of public officials in rendering their opinion. (c) On the Closing Date, the Surviving Fund shall have performed all of the covenants and complied in all material respects with all each of the provisions its agreements and covenants required by this Agreement to be performed or complied with by the Acquiring TrustSurviving Fund prior to or at the Closing Date and the Acquired Fund shall have received a certificate from the President or Vice President of the Surviving Fund, dated as of such date, certifying on behalf of the Acquiring Surviving Fund on or before that the Closing Date; and 7.3 The Acquiring Fund shall conditions set forth in this clause (c) have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s name by its President or Vice Presidentbeen, and its Treasurer or Assistant Treasurercontinue to be, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably requestsatisfied.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling Trust’s its election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, Fund of all of the obligations to be performed by it hereunder on or before the Closing Date, Date and, in addition thereto, to the following further conditions: 7.1 6.1. All representations and warranties of the Acquiring Trust, 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 Closing Date, Date with the same force and effect as if made on and as of the Closing Date;. 7.2 The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 6.2. The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s its name by its Chairman of the Board, President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Agreement. 6.3. The Acquiring Fund shall have delivered to Xxxxxxx Procter LLP, in form and substance reasonably requestsatisfactory to it, an Acquiring Fund Tax Representation Certificate for purposes of the opinion described in Section 8.6.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, Corporation to consummate the transactions provided for herein shall be subject, at the Selling Trust’s its election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring 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 Closing Date, with the same force and effect as if made on and as of the Closing Date;. 7.2 6.2 The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund Fund, on or before the Closing Date; and. 7.3 6.3 The Trust, on behalf of the Acquiring Fund, shall have executed and delivered an assumption of the Liabilities (the “Assumption Instrument”) and all such other agreements and instruments as the Acquired Fund may reasonably deem necessary or desirable in order to vest in and confirm (a) the Acquired Fund has title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) the Acquired Fund’s assumption of all of the Liabilities and otherwise to carry out the intent and purpose of this Agreement. 6.4 The Trust, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its the Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, as to the effect that the representations matters set forth in paragraphs 6.1 and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement 6.2 and as to such other matters as the Acquired Fund shall reasonably request. 6.5 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 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, Fund to consummate complete the transactions provided for herein shall be subject, at the Selling Trust’s its election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, Fund of all the obligations to be performed by it hereunder on or before the Closing Date, Date and, in addition thereto, to the following further conditions: 7.1 All representations and warranties of the Acquiring 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 7.1. The Acquiring Trust, on behalf of Trust and 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in on their behalf by the Acquiring FundTrust’s name by its President or any Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably and substance satisfactory to the Acquired Fund, Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that the Acquiring Fund has complied with all the covenants and agreements and satisfied all of the conditions on their parts to be performed or satisfied under this Agreement at or prior to the Closing Date. 7.2. All proceedings taken by the Acquiring Fund in connection with the transactions contemplated by this Agreement and as all documents incidental thereto shall be reasonably satisfactory in form and substance to such other matters as the Acquired Fund shall reasonably requestFund.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling TrustCorporation, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s its election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring TrustCorporation, 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 Closing Date, with the same force and effect as if made on and as of the Closing Date;; and there shall be (i) no pending or threatened litigation brought by any person (other than the Acquired Fund, its adviser or any of their affiliates) against the Acquiring Fund or its investment adviser(s), Board members or officers arising out of this Agreement and (ii) no facts known to the Acquiring Fund which the Acquiring Fund reasonably believes might result in such litigation. 7.2 6.2 The Acquiring TrustFund shall have delivered to the Acquired Fund on the Closing Date a certificate executed in its name by the Corporation’s President, Treasurer, an Assistant Treasurer or a Vice President, in a form reasonably satisfactory to the Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Corporation, on behalf of the Acquiring Fund, made in this Agreement are true and correct on and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquired Fund shall reasonably request. 6.3 The Corporation, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s name by its President or Vice President, and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably request.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling TrustPIMCO Funds, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s electionelection of PIMCO Funds, to the performance by the Acquiring XXXXX ETF Trust, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1. All representations and warranties of the Acquiring PIMCO ETF 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 Closing Date, with the same force and effect as if made on and as of the Closing Date;. 7.2 The Acquiring 6.2. PIMCO ETF Trust, 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 the Acquiring PIMCO ETF Trust, on behalf of the Acquiring Fund Fund, on or before the Closing Date; and. 7.3 The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in 6.3. PIMCO ETF Trust, on behalf of the Acquiring Fund’s name by its President or Vice President, shall have executed and its Treasurer or Assistant Treasurerdelivered an assumption of the Liabilities (the “Assumption Instrument”) and all such other agreements and instruments as PIMCO Funds, in a form reasonably satisfactory to on behalf of the Acquired Fund, may reasonably deem necessary or desirable in order to vest in and dated as confirm (a) PIMCO Funds, on behalf of the Closing DateAcquired Fund, has title to the effect that the representations and warranties possession of the Acquiring Fund made in this Agreement are true Shares to be delivered hereunder and correct at and as (b) PIMCO ETF Trust’s, on behalf of the Closing DateAcquiring Fund, except as they may be affected by assumption of all of the transactions contemplated by Liabilities and otherwise to carry out the intent and purpose of this Agreement and as to such other matters as the Acquired Fund shall reasonably requestAgreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling TrustThe MainStay Funds, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s The MainStay Funds’ election, to the performance by the Acquiring TrustEclipse Funds Inc., on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring TrustEclipse Funds Inc., on behalf of the Acquiring Fund, contained in this Agreement Plan 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 AgreementPlan, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2 Eclipse Funds Inc., 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 The MainStay Funds, and dated as of the Closing Date, to the effect that the representations and warranties of Eclipse Funds Inc., on behalf of the Acquiring TrustFund, made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and as to such other matters as The MainStay Funds shall reasonably request; 6.3 Eclipse Funds Inc., on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement Plan to be performed or complied with by the Acquiring TrustEclipse Funds Inc., on behalf of the Acquiring Fund Fund, on or before the Closing Date; and 7.3 6.4 The Acquired Fund and the Acquiring Fund shall have delivered to agreed on the Acquired Fund a certificate executed in the Acquiring Fund’s name by its President or Vice Presidentnumber of full and fractional Investor Class, Class A, Class B, Class C and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Class I Acquiring Fund made Shares to be issued in this Agreement are true and correct at and as of connection with the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to Reorganization after such other matters as the Acquired Fund shall reasonably requestnumber has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling TrustCompany, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s Company's election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1. All representations and warranties of the Acquiring 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2. 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 President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Company and dated as of the Closing Date, to the effect that the representations and warranties of the Trust, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Company shall reasonably request; 6.3. The Company, 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 the Acquiring Trust, on behalf of the Acquiring Fund Fund, on or before the Closing Date; and 7.3 6.4. The Acquired Fund and the Acquiring Fund shall have delivered to agreed on the Acquired Fund a certificate executed in the Acquiring Fund’s name by its President or Vice Presidentnumber of full and fractional Class A, Class B, Class C and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Class Y Acquiring Fund made Shares to be issued in this Agreement are true and correct at and as of connection with the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to Reorganization after such other matters as the Acquired Fund shall reasonably requestnumber has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, Funds to consummate complete the transactions provided for herein shall be subjectbe, at the Selling Trust’s its election, subject to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, Funds of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions, unless waived by the Acquired Funds in writing: 7.1 6.1 All representations and warranties of by the Acquiring Trust, Trust on behalf of the Acquiring Fund, Funds 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 Closing Date, Date with the same force and effect as if made on and as of the Closing Date; 7.2 6.2 The Acquiring Trust, Trust shall have delivered to the American Independence Trust on behalf the Closing Date a certificate 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 the Acquiring Trust, Trust on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably and substance satisfactory to the Acquired Fund, American Independence Funds Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund Trust made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement Agreement, that each of the conditions to Closing in this Article 6 have been met, and as to such other matters as the Acquired Fund American Independence Trust shall reasonably request.;

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling TrustCompany, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s Company's election, to the performance by the Acquiring TrustMunder Framlington, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1. All representations and warranties of the Acquiring TrustMunder Framlington, 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The Acquiring Trust6.2. Munder Framlington, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund’s name Fund by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, Company and dated as of the Closing Date, to the effect that the representations and warranties of Munder Framlington, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement Agreement, and as to such other matters as the Acquired Fund Company shall reasonably request.;

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling Trust’s Acquired Fund's election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring Trust, on behalf of Company and 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2 The Acquiring TrustCompany, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Company and the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably request; 6.3 The Acquiring Company and 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 the Acquiring Company and the Acquiring Fund on or before the Closing Date; and 6.4 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling TrustFund, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s electionelection of the Fund, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 All representations and warranties of the Acquiring Trust, 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 Closing Date, with the same force and effect as if made on and as of the Closing Date;. 7.2 The Acquiring Trust, on behalf of the Acquiring Fund, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and. 7.3 The Acquiring Fund shall have executed and delivered an assumption of the Liabilities and all such other agreements and instruments as the Fund, on behalf of the Acquired Fund, may reasonably deem necessary or desirable in order to vest in and confirm (a) the Fund, on behalf of the Acquired Fund, has title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) the Acquiring Fund’s assumption of all of the Liabilities, and otherwise to carry out the intent and purpose of this Agreement. 7.4 The Acquiring Fund shall have delivered to the Fund, for and on behalf of the Acquired Fund Fund, a certificate executed in the name of the Acquiring Fund’s name Fund by its the President or Vice President, President and its the Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, Fund and dated as of the Closing Date, as to the effect that the representations matters set forth in Sections 7.1 and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement 7.2 and as to such other matters as the Acquired Fund shall reasonably request. 7.5 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 Section 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling TrustCompany, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s Company's election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2 The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund Trust shall have delivered to the Acquired Fund Company a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, Company and dated as of the Closing Date, to the effect that the representations and warranties of the Trust, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund Company shall reasonably request; 6.3 The Trust, 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 the Trust, on behalf of the Acquiring Fund, on or before the Closing Date; and 6.4 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling Trust’s Acquired Fund's election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2 The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund Trust shall have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Trust, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably request; 6.3 The Trust, on behalf of 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 the Trust, on behalf of the Acquiring Fund, on or before the Closing Date; and 6.4 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling TrustEclipse Funds, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s Eclipse Funds’ election, to the performance by the Acquiring TrustThe MainStay Funds, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring TrustThe MainStay Funds, on behalf of the Acquiring Fund, contained in this Agreement Plan 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 AgreementPlan, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2 The MainStay Funds, on behalf of the Acquiring TrustFund, 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 Eclipse Funds, and dated as of the Closing Date, to the effect that the representations and warranties of The MainStay Funds, on behalf of the Acquiring Fund, made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and as to such other matters as Eclipse Funds shall reasonably request; 6.3 The 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 Plan to be performed or complied with by the Acquiring TrustThe MainStay Funds, on behalf of the Acquiring Fund Fund, on or before the Closing Date; and 7.3 6.4 The Acquired Fund and the Acquiring Fund shall have delivered to agreed on the Acquired Fund a certificate executed in the Acquiring Fund’s name by its President or Vice Presidentnumber of full and fractional Investor Class, Class A, Class B, Class C, Class I and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Class R3 Acquiring Fund made Shares to be issued in this Agreement are true and correct at and as of connection with the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to Reorganization after such other matters as the Acquired Fund shall reasonably requestnumber has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling Trust’s electionelection of its Board of Trustees, to the performance by the Acquiring TrustMST, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 : All representations and warranties of the Acquiring TrustMST, 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The ; MST, on behalf of the Acquiring TrustFund, shall have executed and delivered to the Acquired Fund an Assumption of Liabilities, certified by an officer of the Acquiring Fund, dated as of the Closing Date pursuant to which MST, on behalf of the Acquiring Fund, assumes all of the Liabilities of the Acquired Fund existing on the Valuation Date; MST, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed by MST’s President or Vice President and its Treasurer or Assistant Treasurer and dated as of the Closing Date to the effect that the representations and warranties of MST, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; MST, 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 the Acquiring TrustMST, on behalf of the Acquiring Fund Fund, on or before the Closing Date; and 7.3 and The number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization shall have delivered to the Acquired Fund a certificate executed been calculated in the Acquiring Fund’s name by its President or Vice President, and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably requestaccordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, Acquired Company on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling Trust’s Acquired Company's election, to the performance by the Acquiring Trust, Company on behalf of the Acquiring Fund, Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring Trust, Company 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2 The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund Company shall have delivered to the Acquired Fund Company a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, Company and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Company on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund Company shall reasonably request; 6.3 The Acquiring Company 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 the Acquiring Company on behalf of the Acquiring Fund on or before the Closing Date; and 6.4 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, Company on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling TrustCompany’s election, to the performance by the Acquiring Trust, Company on behalf of the Acquiring Fund, Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1. All representations and warranties of the Acquiring Trust, Company 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2. The Acquiring Trust, Company 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund shall have delivered to the Company on behalf of the Acquired Fund a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Company on behalf of the Acquired Fund, Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Company on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Company on behalf of the Acquired Fund shall reasonably request; 6.3. The Company 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 the Company on behalf of the Acquiring Fund on or before the Closing Date; and 6.4. 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 Section 1.2.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling Trust’s its election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, Fund of all of the obligations to be performed by it hereunder on or before the Closing Date, Date and, in addition thereto, the following further conditions, unless waived by the Acquired Fund in writing: 7.1 All representations and warranties of the Acquiring Trust, on behalf of the Acquiring Fund, contained made in this Agreement by the Acquiring Fund 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 Closing Date, Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s its name by its President or President, Executive Vice President, and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Acquired Fund, Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement by the Acquiring Fund are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as Agreement; and 7.3 The Acquiring Fund shall have delivered to such other matters as the Acquired Fund shall reasonably requestand Wilmer Cutler Pickerinx Xxxx xxx Xxrx XXX xx Xxxxxring Xxxx Tax Representation Certificate, satisfactory to the Acquired Fund and Wilmer Cutler Pickerinx Xxxx xxx Xxrx XXX, xxxxxxxtiallx xx the form attached to this Agreement as Annex A, concerning certain tax-related maters with respect to the Acquiring Fund.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling TrustThe MainStay Funds, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s The MainStay Funds’ election, to the performance by the Acquiring TrustEclipse Funds Inc., on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring TrustEclipse Funds Inc., on behalf of the Acquiring Fund, contained in this Agreement Plan 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 AgreementPlan, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2 Eclipse Funds Inc., 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 The MainStay Funds, and dated as of the Closing Date, to the effect that the representations and warranties of Eclipse Funds Inc., on behalf of the Acquiring TrustFund, made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and as to such other matters as The MainStay Funds shall reasonably request; 6.3 Eclipse Funds Inc., on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement Plan to be performed or complied with by the Acquiring TrustEclipse Funds Inc., on behalf of the Acquiring Fund Fund, on or before the Closing Date; and 7.3 6.4 The Acquired Fund and the Acquiring Fund shall have delivered to agreed on the Acquired Fund a certificate executed in the Acquiring Fund’s name by its President or Vice President, number of full and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the fractional Class I Acquiring Fund made Shares to be issued in this Agreement are true and correct at and as of connection with the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to Reorganization after such other matters as the Acquired Fund shall reasonably requestnumber has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling Trust’s Acquired Fund's election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring Trust, 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 6.2 The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably request; 6.3 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 the Acquiring Fund on or before the Closing Date; and 6.4 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling TrustJPMIT, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s election, subject to the performance by the Acquiring TrustJPMIT, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring TrustJPMIT, 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 14 transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date;. 7.2 The Acquiring Trust6.2 JPMIT, 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 the Acquiring TrustJPMIT, on behalf of the Acquiring Fund Fund, on or before the Closing Date; and. 7.3 The Acquiring Fund 6.3 JPMIT shall have executed and delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s name by its President or Vice President, and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as an assumption of the Closing Date, Liabilities (the “Assumption Instrument”) and all such other agreements and instruments as may be necessary or desirable in order to the effect that the representations vest in and warranties confirm (a) JPMIT’s title to and possession of the Acquiring Fund made in this Agreement are true Shares to be delivered hereunder and correct at and as (b) JPMIT’s assumption of all of the Closing Date, except as they may be affected by Liabilities and otherwise to carry out the transactions contemplated by intent and purpose of this Agreement and as to such other matters as the Acquired Fund shall reasonably requestAgreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, Company to consummate the transactions provided for herein shall be subject, at the Selling Trust’s Company's election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2 The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund Trust shall have delivered to the Acquired Fund Company a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, Company and dated as of the Closing Date, to the effect that the representations and warranties of the Trust, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund Company shall reasonably request; 6.3 The Trust, 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 the Trust, on behalf of the Acquiring Fund, on or before the Closing Date; and 6.4 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling TrustTrust II, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s electionelection of Trust II, to the performance by the Acquiring TrustTrust I, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring TrustTrust I, 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 Closing Date, with the same force and effect as if made on and as of the Closing Date;. 7.2 The Acquiring Trust6.2 Trust I, 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 the Acquiring TrustTrust I, on behalf of the Acquiring Fund Fund, on or before the Closing Date; and. 7.3 The 6.3 Trust I, on behalf of the Acquiring Fund, shall have executed and delivered an assumption of the Liabilities (the “Assumption Instrument”) and all such other agreements and instruments as Trust II, on behalf of the Acquired Fund, may reasonably deem necessary or desirable in order to vest in and confirm (a) Trust II, on behalf of the Acquired Fund, has title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) Trust I’s, on behalf of the Acquiring Fund, assumption of all of the Liabilities and otherwise to carry out the intent and purpose of this Agreement. 6.4 Trust I, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its the Treasurer or Assistant TreasurerTreasurer of Trust I, in a form reasonably satisfactory to Trust II, on behalf of the Acquired Fund, and dated as of the Closing Date, as to the effect that the representations matters set forth in paragraphs 6.1 and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement 6.2 and as to such other matters as the Acquired Fund Trust II shall reasonably request. 6.5 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 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s Trust s election, to the performance by the Acquiring Trust, on behalf of the Acquiring acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions:: 6. 7.1 1. All representations and warranties of the Acquiring 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 Agreementagreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date;; 6. 7.2 2. The Acquiring Trust, on behalf of the Acquiring 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund shall have delivered to the Acquired acquired Fund a certificate executed in by the Acquiring Fund’s name by its Trust s President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund Trust, on behalf of the acquiring Fund, made in this Agreement agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement agreement; 6. 3. The Trust, on behalf of the acquiring Fund, shall have performed all of the covenants and as complied with all of the provisions required by this agreement to such other matters as be performed or complied with by the Acquired Trust, on behalf of the acquiring Fund, on or before the Closing Date; and 6. 4. The number of full and fractional Class A, Class B, Class C, Class K and Class Y acquiring Fund Shares to be issued in connection with the Reorganization shall reasonably requesthave been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, Advisory Funds on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling Trust’s Advisory Funds' election, to the performance by the Acquiring Trust, Investment Funds on behalf of the Acquiring Fund, Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring Trust, Investment 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund 6.2 Investment Funds shall have delivered to the Acquired Fund Advisory Funds a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, Advisory Funds and dated as of the Closing Date, to the effect that the representations and warranties of Investment Funds on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund Advisory Funds shall reasonably request; 6.3 Investment 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 Investment Funds on behalf of the Acquiring Fund on or before the Closing Date; and 6.4 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, ING Trust on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling ING Trust’s 's election, to the performance by the Acquiring Trust, Corporation on behalf of the Acquiring Fund, Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring Trust, Corporation 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2 The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund Corporation shall have delivered to the Acquired Fund ING Trust a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, ING Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Corporation on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund ING Trust shall reasonably request; 6.3 The Corporation 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 the Corporation on behalf of the Acquiring Fund on or before the Closing Date; and 6.4 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, Company on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at the Selling Trust’s Company's election, to the performance by the Acquiring Trust, Trust on behalf of the Acquiring Fund, Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring Trust, Trust 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2 The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund Trust shall have delivered to the Acquired Fund Company a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, Company and dated as of the Closing Date, to the effect that the representations and warranties of the Trust on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund Company shall reasonably request; 6.3 The Trust 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 the Trust on behalf of the Acquiring Fund on or before the Closing Date; and 6.4 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 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1. All representations and warranties of the Acquiring 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2. The Trust, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund on the Closing Date a certificate executed in its name by its President or a Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Trust, on behalf of the Acquiring Fund, made in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; 6.3. The Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund Fund, on or before the Closing Date; and 7.3 6.4. The Acquired Fund and the Acquiring Fund shall have delivered to agreed on the Acquired Fund a certificate executed in the Acquiring Fund’s name by its President or Vice President, number of full and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the fractional Acquiring Fund made Shares of each class to be issued in connection with the Reorganization (as listed in Exhibit A) after such number has been calculated in accordance with paragraph 1.1 of this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably requestAgreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s 's election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1. All representations and warranties of the Acquiring 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 6.2. The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund Trust shall have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s its name by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Trust, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably request; 6.3. The Trust, 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 the Trust, on behalf of the Acquiring Fund, on or before the Closing Date; and 6.4. The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Class A Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, Fund to consummate complete the transactions provided for herein shall be subjectbe, at the Selling Trust’s its election, subject to the performance by the Acquiring Trust, Trust on behalf of the Acquiring Fund, Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring Trust, Trust 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 Closing Date, Date with the same force and effect as if made on and as of the Closing Date; 7.2 6.2 The Acquiring Trust, Trust 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s its name by its the Trust's President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably and substance satisfactory to the Acquired Fund, Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Trust on behalf of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement Agreement, and as to such other matters as the Acquired Fund shall reasonably request; and 6.3 The Acquiring Fund shall have delivered to the Acquired Fund an Acquiring Fund Tax Representation Certificate, satisfactory to the Acquired Fund, substantially in the form attached to this Agreement as Annex A concerning certain tax-related matters with respect to the Acquiring Fund.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling TrustThe MainStay Funds, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s The MainStay Funds’ election, to the performance by the Acquiring TrustEclipse Funds, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 6.1 All representations and warranties of the Acquiring TrustEclipse 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The Acquiring Trust6.2 Eclipse 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; and 7.3 The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund’s name Fund by its President or Vice President, President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired FundThe MainStay Funds, and dated as of the Closing Date, to the effect that the representations and warranties of Eclipse Funds, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement Agreement, and as to such other matters as the Acquired Fund The MainStay Funds shall reasonably request; 6.3 Eclipse Funds, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Plan to be performed or complied with by Eclipse Funds, on behalf of the Acquiring Fund, on or before the Closing Date; and 6.4 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Investor Class, Class A, Class B, Class C and Class I Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1. 6.5 The shareholders of the Acquiring Fund shall have approved MacKay Xxxxxxx LLC as subadvisor.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Selling Trust, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at the Selling Trust’s election, to the performance by the Acquiring Trust, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 7.1 All representations and warranties of the Acquiring 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 Closing Date, with the same force and effect as if made on and as of the Closing Date; 7.2 The Acquiring Trust, 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 the Acquiring Trust, on behalf of the Acquiring Fund on or before the Closing Date; andand WDC99 1415036-2.041251.0018 7.3 The Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in the Acquiring Fund’s name by its President or Vice President, and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as the Acquired Fund shall reasonably request.