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

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the obligations of the Acquiring Entity, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring Fund's election, to the performance by the Target Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) All representations and warranties of the Target Entity and the Target 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; (b) The Target Entity, on behalf of the Target Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date; (f) The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the obligations of the Acquiring Entity, on behalf of the Acquiring Fund, to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's election, to the performance by the Target Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) All representations and warranties of the Target Entity and the Target 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; (b) The If requested by Acquiring Fund, the Target Entity, on behalf of the Target Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target FundFund showing the adjusted tax basis of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) if applicable, the AML Documentation and FIN 48 Workpapers, (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund, and (v) a statement of earnings and profits as provided in Section 5.1(h); (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance reasonably satisfactory to the Acquiring Fund Entity and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(fSections 3.2(b) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date;; and (f) The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid or cause to be paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gainsgains (after reduction for any capital loss carryover), if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any for its taxable year ended prior period to the Closing Date to the extent not otherwise already distributed; andand (iii) at least 90 percent of the excess, if any, of the Target Fund's interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ended prior to the Closing Date and at least 90 percent of such net tax-exempt income for the period from the close of its last fiscal year to the Closing Time on the Closing Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete the transactions provided for herein shall be subject, at the Acquiring Fund's its election, to the performance by the Target Selling Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1 All representations and warranties of the Target Entity and the Target Selling 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; (b) The Target Entity, on behalf of and the Target Fund, Selling Fund shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its the Trust’s President or Vice President and TreasurerPresident, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the such effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request;. 7.2 The Selling Fund shall have delivered to the Acquiring Fund a statement of the Selling Fund’s assets and liabilities, together with a list of the Selling Fund’s portfolio securities showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer or Assistant Treasurer of the Trust. 7.3 With respect to the Acquiring Fund, the Trust shall have received on the Closing Date an opinion of Xxxxxxxx & Worcester LLP, counsel to the Trust and the Selling Fund, in a form reasonably satisfactory to the Acquiring Fund, covering the following points: (a) The Selling Fund is a separate investment series of the Trust, a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware 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. (b) The Selling Fund is a separate investment series of a Delaware statutory trust registered as an investment company under the 1940 Act, and, to such counsel’s knowledge, such registration with the Commission as an investment company under the 1940 Act is in full force and effect. (c) This Agreement has been duly authorized, executed and delivered by the Selling Fund and, assuming due authorization, execution, and delivery of this Agreement by the Acquiring Fund, is a valid and binding obligation of the Selling Fund enforceable against the Selling 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. (d) The Target Custodian To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required for consummation by the Selling Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively1940 Act, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable;may be required under state securities laws. (e) The Target Entity execution and delivery of this Agreement did not, and the Target Fund shall have performed all consummation of the covenants and complied with all transactions contemplated hereby will not, result in a violation of the provisions Trust’s Declaration of Trust or By-laws, or a material provision of any material agreement, indenture, instrument, contract, lease or other undertaking (in each case known to such counsel) to which the Selling Fund is a party or by which it or any of its properties may be 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 Selling Fund is a party or by which it is bound. (f) Only insofar as they relate to the Selling Fund, the descriptions in the Prospectus/Information Statement of statutes, legal and governmental proceedings and material contracts, if any, are accurate and fairly represent the information required by this Agreement to be performed shown. (g) Such counsel does not know of any legal or complied with by governmental proceedings, only insofar as they relate to the Target Entity and the Target Fund, Selling Fund existing on or before the effective date of the Prospectus/Information Statement or the Closing Date;, required to be described in the Prospectus/Information Statement or to be filed as exhibits to the Prospectus/Information Statement which are not described or filed as required. (fh) The Target 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 Selling Fund or any of its respective properties or assets and the Acquiring Selling Fund shall have agreed on is not a party to nor subject to the number provisions of full any order, decree or judgment of any court or governmental body, which materially and fractional shares adversely affects its business other than as previously disclosed in the Prospectus/Information Statement. (i) Assuming that a consideration therefor of each class of not less than the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number net asset value thereof has been calculated paid, and assuming that such shares were issued in accordance with Section 1.2 hereto; (g) Unless the Target terms of the Selling Fund’s registration statement, or any amendment thereto, in effect at the time of such issuance, all issued and outstanding shares of the Selling Fund has been advised by are legally issued and fully paid and non-assessable. Such opinion shall contain such other assumptions and limitations as shall be in the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that Xxxxxxxx & Worcester LLP appropriate to render the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andopinions expressed therein.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the obligations of the Acquiring Entity, on behalf of the Acquiring Fund, to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's election, to the performance by the Target Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) All representations and warranties of the Target Entity and the Target 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; (b) The Target Entity, on behalf of the Target Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance reasonably satisfactory to the Acquiring Fund Entity and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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; (c) If requested by Acquiring Fund, and as the Target Entity, on behalf of the Target Fund, shall have delivered to such other matters as the Acquiring Entity (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund shall reasonably requestshowing the adjusted tax basis of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the FIN 48 Workpapers, (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund, and/or (v) a statement of earnings and profits as provided in Section 5.1(h); (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(fSections 3.2(b) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date;; and (f) The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid or cause to be paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) substantially all of its investment company taxable income (determined without regard to any deductions for dividends paid) and substantially all of its net realized capital gainsgains (after reduction for any capital loss carryover), if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed all of its investment company taxable income and net realized capital gains from any for its taxable year ended prior period to the Closing Date to the extent not otherwise already distributed; andand (iii) at least 90 percent of the excess, if any, of the Target Fund's interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ended prior to the Closing Date and at least 90 percent of such net tax-exempt income for the period from the close of its last fiscal year to the Closing Time on the Closing Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the obligations of the Acquiring Entity, on behalf of the Acquiring Fund, to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's election, to the performance by the Target Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) All representations and warranties of the Target Entity and the Target 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; (b) The If requested by Acquiring Fund, the Target Entity, on behalf of the Target Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target FundFund showing the adjusted tax basis of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and FIN 48 Workpapers, (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund, and/or (v) a statement of earnings and profits as provided in Section 5.1(h); (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance reasonably satisfactory to the Acquiring Fund Entity and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(fSections 3.2(b) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date;; and (f) The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid or cause to be paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) substantially all of its investment company taxable income (determined without regard to any deductions for dividends paid) and substantially all of its net realized capital gainsgains (after reduction for any capital loss carryover), if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed all of its investment company taxable income and net realized capital gains from any for its taxable year ended prior period to the Closing Date to the extent not otherwise already distributed; andand (iii) at least 90 percent of the excess, if any, of the Target Fund's interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ended prior to the Closing Date and at least 90 percent of such net tax-exempt income for the period from the close of its last fiscal year to the Closing Time on the Closing Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityTrust, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring Fund's Trust’s election, to the performance by the Target Fund Trust, on behalf of the Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1. All representations and warranties of the Target Entity and Trust, on behalf of the Target Fund Acquired 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; (b) 7.2. The Target EntityTrust, on behalf of the Target Acquired Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets’s assets and liabilities, together with a list of portfolio securities of the Target FundAcquired Fund showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Target EntityTrust; 7.3. The Trust, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance on behalf of the Target Acquired Fund; (c) The Target Entity , shall have delivered to the Acquiring Entity 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 form and substance satisfactory to the Acquiring Fund Trust and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Fund Trust, on behalf of the Acquired Fund, made in this Agreement are are, in all material respects, 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 Acquiring Fund shall reasonably request; (d) 7.4. The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)Trust, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and Trust, on behalf of the Target Acquired Fund, on or before the Closing Date;; and (f) 7.5. The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares Acquiring Fund Shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization (as listed in Exhibit A) after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1 of this Agreement. (g) Unless 7.6. Prior to the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the CodeClosing Date, the Target Acquired Fund shall have declared and paid a distribution dividend or distributions prior to the Closing thatdividends which, together with all previous distributionsdividends, shall have the effect of distributing to its shareholders distributing: (i) all of its the Acquired Fund’s investment company taxable income (determined without regard to any plus the excess, if any, of its interest income excludible from gross income under Section 103(a) of the Code over its deductions for dividends paiddisallowed under Sections 265 and 171(a)(2) of the Code) and all of its net realized capital gains, if any, gains for the period from the close of its last fiscal taxable year to the Closing Time ending on the Closing DateDate (computed without regard to any deduction for dividends paid); and (ii) any such undistributed investment company taxable income (plus the excess, if any, of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code) and net realized capital gains from any prior period to the extent not otherwise already distributed; . 7.7. The Trust, on behalf of the Acquired Fund, shall have furnished to the Acquiring Fund, a certificate, signed by the President or any Vice President and the Treasurer or any Assistant Treasurer of the Trust, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to an Acquiring Fund pursuant to this Agreement computed in accordance with applicable sections of the Code and, with respect to securities, showing a breakdown by purchase lot.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete the transactions provided for herein shall be subject, at the Acquiring Fund's its election, to the performance by the Target Fund of all of the obligations to be performed by it hereunder on at or before the Closing Date and, in addition thereto, to the following further conditions: (a) All representations and warranties of the Target Entity and the 8.1. The Target 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; (b) The Target Entity, on behalf of the Target Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or a Vice President and its Treasurer or an Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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 that the Target Fund has complied with all the covenants and agreements and satisfied all of the conditions on its part to such other matters as be performed or satisfied under this Agreement at or prior to the Closing. 8.2. The Acquiring Fund shall reasonably requesthave received a favorable opinion of counsel to the Target Fund dated the Closing Date and in a form satisfactory to the Acquiring Fund, to the following effect: (a) The Target Company is duly organized and validly existing under the laws of its state of organization and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Target Fund, as applicable, is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the organizational documents of the Target Company; (b) This Agreement has been duly authorized, executed and delivered on behalf of the Target Fund and, assuming the Registration Statement and Information Statement/Prospectus referred to in paragraph 6.3, if any, comply with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Fund, is the valid and binding obligation of the Target Fund enforceable against the Target Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles; (c) The Target Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Target Fund will have duly transferred such assets to the Acquiring Fund; and (d) The Target Custodian execution and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) delivery of this Agreement, respectivelyAgreement did not, and the performance by the Target Transfer Agent or Fund of its obligations hereunder will not, violate the Target Fund's President ’s organizational documents. 8.3. At or Vice President shall have delivered prior to the certificate contemplated by Section 5.1(f) close of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date; (f) The Target Fund and the Acquiring Fund shall have agreed regular trading on the number of full and fractional shares of each class of New York Stock Exchange on the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the CodeValuation Date, the Target Fund shall have declared and paid a distribution dividend or distributions prior to the Closing dividends that, together with all previous distributionsdividends, shall have the effect of distributing to its shareholders distributing, in distributions qualifying for the dividends paid deduction, (i) all of its the excess of (a) the Target Fund’s interest income excludable from gross income under Section 103(a) of the Code over (b) the Target Fund’s deductions disallowed under Sections 265 or 171(a)(2) of the Code, (ii) all of the Target Fund’s investment company taxable income as defined in Section 852 of the Code and (determined iii) all of the Target Fund’s net capital gain realized (after reduction for any available capital loss carryover and excluding any net capital gain on which the Target Fund paid tax under Section 852(b)(3)(A) of the Code); the amounts in (i), (ii) and (iii) shall in each case be computed without regard to any deductions for the dividends paidpaid deduction and shall include amounts in respect of both (x) and all of its net realized capital gains, if any, for the period from the close of its last fiscal Target Fund’s taxable year to the Closing Time that will end on the Closing Date; , and (iiy) any such undistributed investment company prior taxable income and net realized capital gains from any prior period year of the Target Fund, to the extent such dividend or dividends are eligible to be treated as paid during such prior year under Section 855(a) of the Code. 8.4. The Target Fund shall have furnished to the Acquiring Fund a certificate signed by an authorized officer of the Target Fund as to the adjusted tax basis in the hands of the Target Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement, and shall have delivered a copy of the tax books and records of the Target Fund, including but not otherwise already distributed; andlimited to information necessary for purposes of preparing any tax returns, reports and information returns required by law to be filed by the Acquiring Fund after the Closing Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's its election, to the performance by the Target Acquired Fund of all of the obligations to be performed by it hereunder the Acquired Fund pursuant to this Agreement, on or before the Closing Date and, in addition theretoaddition, shall be subject to the following conditions: (a) : All representations representations, covenants, and warranties of the Target Entity and the Target Acquired 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, with the same force and effect as if made on and as of the such Closing Date; (b) . The Target Entity, on behalf of the Target Fund, Acquired Fund shall have delivered to the Acquiring Entity Fund on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the such Closing Date a certificate executed in its the Acquired Fund’s name by its the Trust’s President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the such Closing Date, to the such effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request; (d) . The Target Custodian and the Target Transfer Agent Acquired Fund shall have delivered to the certificates contemplated Acquiring Fund a statement of the Acquired Fund’s assets and liabilities, together with a list of the Acquired Fund’s portfolio securities showing the tax costs of such securities by Sections 3.2(b), 3.2(d) of this Agreement, respectively, lot and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) holding periods of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice Presidentsuch securities, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date; (f) The Target Fund and , certified by the Acquiring Fund shall have agreed on the number of full and fractional shares of each class Treasurer of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andTrust.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the obligations of the Acquiring Entity, on behalf of the Acquiring Fund, to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's ’s election, to the performance by the Target Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) All representations and warranties of the Target Entity and the Target 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; (b) The If requested by Acquiring Fund, the Target Entity, on behalf of the Target Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's ’s Assets, together with a list of portfolio securities of the Target FundFund showing the adjusted tax basis of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) if applicable, the AML Documentation and FIN 48 Workpapers, (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund, and (v) a statement of earnings and profits as provided in Section 5.1(h); (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance reasonably satisfactory to the Acquiring Fund Entity and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(fSections 3.2(b) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date;; and (f) The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid or cause to be paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gainsgains (after reduction for any capital loss carryover), if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any for its taxable year ended prior period to the Closing Date to the extent not otherwise already distributed; andand (iii) at least 90 percent of the excess, if any, of the Target Fund’s interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ended prior to the Closing Date and at least 90 percent of such net tax-exempt income for the period from the close of its last fiscal year to the Closing Time on the Closing Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityMainStay Funds Trust, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring Fund's MainStay Funds Trust’s election, to the performance by MainStay Funds Trust, on behalf of the Target Fund Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1 All representations and warranties of MainStay Funds Trust, on behalf of the Target Entity and the Target Fund Acquired 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; (b) The Target Entity, on behalf of the Target Fund, 7.2 MainStay Funds Trust shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fund’s Assets and Liabilities, as of the Closing Date, certified by the Treasurer of the Target EntityMainStay Funds Trust; 7.3 MainStay Funds Trust, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance on behalf of the Target Acquired Fund; (c) The Target Entity , shall have delivered to the Acquiring Entity on the Closing Date Fund a certificate executed in its the name of the Acquired Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to MainStay Funds Trust, on behalf of the Target Fund Acquired 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 AgreementPlan, and as to such other matters as the Acquiring Fund MainStay Funds Trust shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)7.4 MainStay Funds Trust, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 MainStay Funds Trust, on behalf of the Target Entity and the Target Acquired Fund, on or before the Closing Date; (f) 7.5 The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6 The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityCorporation, on behalf of the Acquiring Fund, to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's its election, to the performance by the Target Acquired Fund of all of the obligations to be performed by it hereunder on at or before the Closing Date and, in addition thereto, the following further conditions: (a) 7.1 All representations and warranties of the Target Entity and Corporation, on behalf of the Target Fund Acquired 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 Date; Closing; and there shall be (bi) The Target Entity, on behalf of no pending or threatened litigation brought by any person (other than the Target Acquiring Fund, its adviser or any of their affiliates) against the Acquired Fund or its investment adviser, directors or officers arising out of this Agreement and (ii) no facts known to the Acquired Fund which the Acquired Fund reasonably believes might result in such litigation. 7.2 The Acquired Fund shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fund, ’s assets and liabilities as of the Closing DateClosing, certified by the Treasurer or an Assistant Treasurer of the Target Entity, (ii) the Target Corporation. 7.3 The Acquired Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on Fund at the Closing Date a certificate executed in its name by its President or Vice President and the Corporation’s President, Treasurer, an Assistant Treasurer or a Vice President, in a form and substance reasonably satisfactory to the Acquiring Fund Fund, and dated as of the Closing Date, to the effect that the representations and warranties of or the Corporation with respect to the Target Acquired Fund made in this Agreement are true and correct at and as of the Closing DateClosing, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquiring Fund shall reasonably request;. (d) 7.4 The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target Acquired Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Target Entity and the Target Fund, on Acquired Fund at or before the Closing Date; (f) The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andClosing.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete the transactions provided for herein shall be subject, at the Acquiring Fund's election, to the performance by the Target Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) All representations and warranties of the Target Entity Trust or Advisor Trust, as appropriate, and the Target 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; (b) The Target EntityTrust or Advisor Trust, as appropriate, on behalf of the Target Fund, shall have delivered to the Acquiring Entity Franklin Trust or Franklin NY Trust, as appropriate, on the Closing Date (i) a statement of the Target Fund's Assetsassets, together with a list of portfolio securities of the Target FundFund showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Target EntityTrust or Advisor Trust, as appropriate, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target FundFIN 48 Workpapers; (c) The Target Entity Trust or Advisor Trust, as appropriate, shall have delivered to the Acquiring Entity Franklin Trust or Franklin NY Trust, as appropriate, on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent Trust or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice PresidentAdvisor Trust, as applicable; (e) The Target Entity appropriate, and the Target 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 Target Entity Trust or Advisor Trust, as appropriate, and the Target Fund, on or before the Closing Date; (fe) The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional Class A, C and Advisor shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 Paragraph 1.4 hereto; (gf) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the The Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; (g) The Franklin Trust or Franklin NY Trust, as appropriate, shall have received on the Closing Date the opinion of Dechert LLP, counsel to the Trust or Advisor Trust, as appropriate, (which may rely on certificates of officers or Trustees of the Trust or Advisor Trust), covering the following points: (i) The Trust or Advisor Trust, as appropriate, is a business trust duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has the trust power to own all of Target Fund's properties and assets, and to carry on its business, including that of the Target Fund, as presently conducted; (ii) The Agreement has been duly authorized by the Trust or Advisor Trust, as appropriate, on behalf of the Target Fund, and, assuming due authorization, execution and delivery of the Agreement by the Franklin Trust or Franklin NY Trust, as applicable, is a valid and binding obligation of the Trust or Advisor Trust, on behalf of the Target Fund, enforceable against the Trust or Advisor Trust 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; (iii) 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, as appropriate, the Trust's or Advisor Trust's Declaration of Trust or By-Laws or any provision of any agreement (known to such counsel) to which the Trust or Advisor Trust 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 Trust or Advisor Trust is a party or by which it is bound; (iv) 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 to be obtained by the Trust or Advisor Trust in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities laws; (v) The Trust or Advisor Trust, as appropriate, is a registered investment company classified as a management company of the open-end type with respect to each series of shares it offers, including those of the Target Fund, under the 1940 Act and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; (vi) The outstanding shares of the Target Fund are registered under the 1933 Act, and such registration is in full force and effect; and (vii) 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 Trust or Advisor Trust or Target Fund and neither the Trust or Advisor Trust nor the Target 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 ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's its election, to the performance by the Target Acquired Fund of all of the obligations to be performed by it hereunder the Acquired Fund pursuant to this Agreement, on or before the Closing Date and, in addition theretoaddition, shall be subject to the following conditions: (a) : All representations representations, covenants, and warranties of the Target Entity and the Target Acquired 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, with the same force and effect as if made on and as of the such Closing Date; (b) . The Target Entity, on behalf of the Target Fund, Acquired Fund shall have delivered to the Acquiring Entity Fund on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the such Closing Date a certificate executed in its the Acquired Fund’s name by its the TRUST’s President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the such Closing Date, to the such effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request; (d) . The Target Custodian and the Target Transfer Agent Acquired Fund shall have delivered to the certificates contemplated Acquiring Fund a statement of the Acquired Fund’s assets and liabilities, together with a list of the Acquired Fund’s portfolio securities showing the tax costs of such securities by Sections 3.2(b), 3.2(d) of this Agreement, respectively, lot and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) holding periods of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice Presidentsuch securities, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date; (f) The Target Fund and , certified by the Acquiring Fund shall have agreed on the number of full and fractional shares of each class Treasurer of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andTRUST.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's its election, to the performance by the Target Acquired Fund of all of the obligations to be performed by it hereunder the Acquired Fund pursuant to this Agreement on or before the Closing Date and, in addition theretoaddition, shall be subject to the following conditions: (a) : All representations representations, covenants, and warranties of the Target Entity and the Target Acquired 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, with the same force and effect as if made on and as of the Closing Date; (b) . The Target Entity, on behalf of the Target Fund, Acquired Fund shall have delivered to the Acquiring Entity Fund on such closing date a certificate executed in the Acquired Fund’s name by the Acquired Fund’s President or Vice President and the Treasurer or Assistant Treasurer in form and substance and satisfactory to the Acquiring Fund and dated as of such Closing Date (i) Date, to such effect and as to such other matters as the Acquiring Fund shall reasonably request. The Acquired Fund shall have delivered to the Acquiring Fund a statement of the Target Acquired Fund's Assets’s assets and liabilities, together with a list of the Acquired Fund’s portfolio securities showing the tax costs of such securities by lot and the Target Fundholding periods of such securities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Acquired Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date; (f) The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the obligations of the Acquiring Entity, on behalf of the Acquiring Fund, to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's election, to the performance by the Target Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) All representations and warranties of the Target Entity and the Target 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; (b) The Target Entity, on behalf of the Target Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, Fund as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation Documentation, and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance reasonably satisfactory to the Acquiring Fund Entity and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund Entity shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), ) and 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date; (f) The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the The Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; (h) The Acquiring Entity shall have received on the Closing Date the opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Target Entity (which may xxxx xn cxxxxficates of officers or trustees of the Target Entity), dated as of the Closing Date, covering the following points: (i) The Target Entity is a statutory trust duly formed, validly existing and in good standing under the laws of the State of Delaware and has the trust power to own all of Target Fund's properties and assets, and to conduct its business, including that of the Target Fund, as a registered investment company as described in its organizational documents or in the most recently filed registration statement of the Target Fund; (ii) The Target Entity is a registered investment company classified as a management company of the open-end type with respect to itself and, if applicable, each series of shares it offers, including the Target Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; (iii) The Agreement has been duly authorized by the Target Entity on behalf of the Target Fund and, assuming due authorization, execution and delivery of the Agreement by the Acquiring Entity and the Acquiring Fund, is a valid and binding obligation of the Target Entity, on behalf of the Target Fund, enforceable against the Target Entity in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium and other similar laws relating to or affecting creditors' rights generally general equity principles (whether considered in a proceeding in equity or at law) and to an implied covenant of good faith and fair dealing; and (iv) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a violation of, the Target Entity's Governing Documents or a breach or default under any agreement pertaining to the Target Fund identified as an exhibit in Part C of the registration statement on Form N-1A last filed by Target Entity or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any such agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityPilgrim Trust, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring FundPilgrim Trust's election, to the performance by the Target Fund Mayflower Trust, on behalf of the Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1. All representations and warranties of the Target Entity and Mayflower Trust, on behalf of the Target Fund Acquired 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; (b) 7.2. The Target Entity, on behalf of the Target Fund, Mayflower Trust shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fundassets and liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target FundMayflower Trust; (c) 7.3. The Target Entity Mayflower Trust shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund Pilgrim Trust and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Fund Mayflower Trust, on behalf of the Acquired 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 Acquiring Fund Pilgrim Trust shall reasonably request; (d) 7.4. The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)Mayflower Trust, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and Mayflower Trust, on behalf of the Target Acquired Fund, on or before the Closing Date; (f) 7.5. The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares Acquiring Fund Shares of each class of the Acquiring Fund set forth on Exhibit A hereto Class to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6. The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing DateClosing; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityICAP Funds, Inc., on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring Fund's ICAP Funds, Inc.’s election, to the performance by The MainStay Funds, on behalf of the Target Fund Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1 All representations and warranties of The MainStay Funds, on behalf of the Target Entity and the Target Fund Acquired 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; (b) 7.2 The Target Entity, on behalf of the Target Fund, MainStay Funds shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fund’s Assets and Liabilities, as of the Closing Date, certified by the Treasurer of the Target EntityThe MainStay Funds; 7.3 The MainStay Funds, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance on behalf of the Target Acquired Fund; (c) The Target Entity , shall have delivered to the Acquiring Entity on the Closing Date Fund a certificate executed in its the name of the Acquired Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to The MainStay Funds, on behalf of the Target Fund Acquired 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 AgreementPlan, and as to such other matters as the Acquiring Fund ICAP Funds, Inc. shall reasonably request; (d) 7.4 The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)MainStay Funds, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 MainStay Funds, on behalf of the Target Entity and the Target Acquired Fund, on or before the Closing Date; (f) 7.5 The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Investor Class, Class A, Class B, Class C, Class I, Class R1 and Class R2 Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6 The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityING Equity Trust, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at ING Equity Trust's election, on behalf of the Acquiring Fund's election, to the performance by ING Mayflower Trust, on behalf of the Target Fund Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1. All representations and warranties of ING Mayflower Trust, on behalf of the Target Entity and the Target Fund Acquired 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; (b) 7.2. The Target EntityING Mayflower Trust, on behalf of the Target Acquired Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fundassets and liabilities, as of the Closing Date, certified by the Treasurer of the Target EntityING Equity Trust; 7.3. The ING Mayflower Trust, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance on behalf of the Target Acquired Fund; (c) The Target Entity , shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to ING Equity Trust, on behalf of the Acquiring Fund Fund, and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to ING Mayflower Trust, on behalf of the Target Fund Acquired 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 ING Equity Trust, on behalf of the Acquiring Fund Fund, shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)7.4. ING Mayflower Trust, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 ING Mayflower Trust, on behalf of the Target Entity and the Target Acquired Fund, on or before the Closing Date; (f) 7.5. The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares Acquiring Fund Shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6. The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing DateClosing; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityPilgrim Trust, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring FundPilgrim Trust's election, to the performance by the Target Fund ING Trust, on behalf of the Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1 All representations and warranties of the Target Entity and ING Trust, on behalf of the Target Fund Acquired 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; (b) 7.2 The Target Entity, on behalf of the Target Fund, ING Trust shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fundassets and liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target FundING Trust; (c) 7.3 The Target Entity ING Trust shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund Pilgrim Trust and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Fund ING Trust, on behalf of the Acquired 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 Acquiring Fund Pilgrim Trust shall reasonably request; (d) 7.4 The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)ING Trust, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and ING Trust, on behalf of the Target Acquired Fund, on or before the Closing Date; (f) 7.5 The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares Acquiring Fund Shares of each class of the Acquiring Fund set forth on Exhibit A hereto Class to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6 The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing DateClosing; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the 7.1 The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's its election, to the performance by the Target Acquired Fund of all of the obligations to be performed by it hereunder the Acquired Fund pursuant to this Agreement, on or before the Closing Date and, in addition theretoaddition, shall be subject to the following conditions: (a) 7.2 All representations representations, covenants, and warranties of the Target Entity and the Target Acquired 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, with the same force and effect as if made on and as of the such Closing Date; (b) . The Target Entity, on behalf of the Target Fund, Acquired Fund shall have delivered to the Acquiring Entity Fund on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the such Closing Date a certificate executed in its the Acquired Fund's name by its the Acquired Fund's President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the such Closing Date, to the such effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request;. (d) 7.3 The Target Custodian and the Target Transfer Agent Acquired Fund shall have delivered to the certificates contemplated Acquiring Fund a statement of the Acquired Fund's assets and liabilities, together with a list of the Acquired Fund's portfolio securities showing the tax costs of such securities by Sections 3.2(b), 3.2(d) of this Agreement, respectively, lot and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) holding periods of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice Presidentsuch securities, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date; (f) The Target Fund and , certified by the Acquiring Fund shall have agreed on the number of full and fractional shares of each class Treasurer of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andAcquired Fund.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityTrust, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring FundTrust's election, to the performance by the Target Fund Trust, on behalf of the Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1. All representations and warranties of the Target Entity and Trust, on behalf of the Target Fund Acquired 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; (b) 7.2. The Target Entity, on behalf of the Target Fund, Trust shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fundassets and liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target FundTrust; (c) 7.3. The Target Entity Trust shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Fund Trust, on behalf of the Acquired 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 Acquiring Fund Trust shall reasonably request; (d) 7.4. The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)Trust, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and Trust, on behalf of the Target Acquired Fund, on or before the Closing Date; (f) 7.5. The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares Acquiring Fund Shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6. The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing DateClosing; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityCompany, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring FundCompany's election, to the performance by the Target Fund Trust, on behalf of the Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1. All representations and warranties of the Target Entity and Trust, on behalf of the Target Fund Acquired 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; (b) 7.2. The Target Entity, on behalf of the Target Fund, Trust shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fundassets and liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target FundTrust; (c) 7.3. The Target Entity Trust shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund Company and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Fund Trust, on behalf of the Acquired 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 Acquiring Fund Company shall reasonably request; (d) 7.4. The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)Trust, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and Trust, on behalf of the Target Acquired Fund, on or before the Closing Date; (f) 7.5. The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares Acquiring Fund Shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6. The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00p.m. Eastern time on the Closing DateClosing; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's its election, to the performance by the Target Acquired Fund of all of the obligations to be performed by it hereunder the Acquired Fund pursuant to this Agreement, on or before the Closing Date and, in addition theretoaddition, shall be subject to the following conditions: (a) : All representations representations, covenants and warranties of the Target Entity and the Target Acquired 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, with the same force and effect as if made on and as of the such Closing Date; (b) . The Target Entity, on behalf of the Target Fund, Acquired Fund shall have delivered to the Acquiring Entity Fund on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the such Closing Date a certificate executed in its the Acquired Fund’s name by its the Acquiring Fund’s President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the such Closing Date, to the such effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request; (d) . The Target Custodian and the Target Transfer Agent Acquired Fund shall have delivered to the certificates contemplated Acquiring Fund a statement of the Acquired Fund’s assets and liabilities, together with a list of the Acquired Fund’s portfolio securities showing the tax costs of such securities by Sections 3.2(b), 3.2(d) of this Agreement, respectively, lot and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) holding periods of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice Presidentsuch securities, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date; (f) The Target Fund and , certified by the Acquiring Fund shall have agreed on the number of full and fractional shares of each class Treasurer of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andAcquired Fund.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityTrust, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring FundTrust's election, election to the performance by the Target Fund Company, on behalf of the Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1 All representations and warranties of the Target Entity and Company, on behalf of the Target Fund Acquired 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; (b) 7.2 The Target Entity, on behalf of the Target Fund, Company shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fundassets and liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target FundCompany; (c) 7.3 The Target Entity Company shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund Trust and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Fund Company, on behalf of the Acquired 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 Acquiring Fund Trust shall reasonably request; (d) 7.4 The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)Company, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and Company, on behalf of the Target Acquired Fund, on or before the Closing Date; (f) 7.5 The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares Acquiring Fund Shares of each class of the Acquiring Fund set forth on Exhibit A hereto Class to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6 The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing DateClosing; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityMainStay Funds Trust, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subjectsubject to, at the Acquiring Fund's MainStay Funds Trust’s election, to the performance by MainStay Funds Trust, on behalf of the Target Fund Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1 All representations and warranties of MainStay Funds Trust, on behalf of the Target Entity and the Target Fund Acquired 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; (b) The Target Entity, on behalf of the Target Fund, 7.2 MainStay Funds Trust shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fund’s Assets and Liabilities, as of the Closing Date, certified by the Treasurer or Assistant Treasurer of MainStay Funds Trust; 7.3 MainStay Funds Trust, on behalf of the Target EntityAcquired Fund, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date Fund a certificate executed in its the name of the Acquired Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to MainStay Funds Trust, on behalf of the Target Fund Acquired 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 AgreementPlan, and as to such other matters as the Acquiring Fund MainStay Funds Trust shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)7.4 MainStay Funds Trust, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 MainStay Funds Trust, on behalf of the Target Entity and the Target Acquired Fund, on or before the Closing Date; (f) 7.5 The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6 The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityING Equity Trust, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring Fund's ING Equity Trust’s election, to the performance by ING Series Fund, on behalf of the Target Fund Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1. All representations and warranties of ING Series Fund, on behalf of the Target Entity and the Target Fund Acquired 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; (b) The Target Entity, on behalf of the Target Fund, 7.2. ING Series Fund shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fund’s assets and liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target ING Series Fund; (c) The Target Entity 7.3. ING Series Fund shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund ING Equity Trust and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to ING Series Fund, on behalf of the Target Fund Acquired 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 Acquiring Fund ING Equity Trust shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)7.4. ING Series Fund, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 ING Series Fund, on behalf of the Target Entity and the Target Acquired Fund, on or before the Closing Date; (f) 7.5. The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares Acquiring Fund Shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6. The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00p.m. Eastern time on the Closing DateClosing; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityING Mutual Funds, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring Fund's ING Mutual Funds’ election, to the performance by ING Series Fund, on behalf of the Target Fund Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1. All representations and warranties of ING Series Fund, on behalf of the Target Entity and the Target Fund Acquired 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; (b) The Target Entity, on behalf of the Target Fund, 7.2. ING Series Fund shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fund’s assets and liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target ING Series Fund; (c) The Target Entity 7.3. ING Series Fund shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund ING Mutual Funds and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to ING Series Fund, on behalf of the Target Fund Acquired 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 Acquiring Fund ING Mutual Funds shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)7.4. ING Series Fund, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 ING Series Fund, on behalf of the Target Entity and the Target Acquired Fund, on or before the Closing Date; (f) 7.5. The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares Acquiring Fund Shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6. The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing DateClosing; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityING Investors Trust, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring Fund's ING Investors Trust’s election, to the performance by ING Variable Portfolios, on behalf of the Target Fund Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1. All representations and warranties of ING Variable Portfolios, on behalf of the Target Entity and the Target Fund Acquired 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; (b) The Target Entity, on behalf of the Target Fund, 7.2. ING Variable Portfolios shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fund’s assets and liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target FundING Variable Portfolios; (c) The Target Entity 7.3. ING Variable Portfolios shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund ING Investors Trust and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to ING Variable Portfolios, on behalf of the Target Fund Acquired 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 Acquiring Fund ING Investors Trust shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)7.4. ING Variable Portfolios, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 ING Variable Portfolios, on behalf of the Target Entity and the Target Acquired Fund, on or before the Closing Date; (f) 7.5. The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares Acquiring Fund Shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6. The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing DateClosing; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete the transactions provided for herein shall be subjectbe, at the Acquiring Fund's its election, subject to the performance by the Target Acquired Fund of all of 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 Acquiring Fund in writing: (a) 7.1 All representations and warranties of the Target Entity and Acquired Trust, on behalf of the Target Fund Acquired 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; (b) 7.2 The Target Entity, on behalf of the Target Fund, Acquired Trust shall have delivered to the Acquiring Entity on Fund the Closing Date (i) a statement Statement of Assets and Liabilities of the Target Fund's AssetsAcquired Fund pursuant to Section 5.7, together with a list of its portfolio securities showing the federal income tax bases and holding periods of the Target Fundsuch securities, as of the Closing Date, certified by the Acquired Trust's Treasurer or Assistant Treasurer. The Acquired Trust, on behalf of the Target EntityAcquired Fund, shall have executed and delivered all such assignments and other instruments of transfer as the Acquiring Trust may reasonably deem necessary or desirable in order to vest in and confirm (iia) the Target Acquired Fund's title to and possession of the Acquiring Fund Shareholder Documentation, Shares to be delivered hereunder and (iiib) the AML Documentation Acquiring Fund's title to and (iv) possession of all the Acquired Assets and to otherwise carry out the extent permitted by applicable lawintent and purpose of this Agreement. The Acquiring Trust, on behalf of the Acquiring Fund, shall have executed and delivered all information pertaining to, or such assumptions and other instruments of transfer as the Acquired Trust may reasonably deem necessary or useful desirable in order to carry out the calculation or demonstration of, the investment performance intent and purpose of the Target Fundthis Agreement; (c) 7.3 The Target Entity Acquired Trust shall have delivered to the Acquiring Entity Trust on the Closing Date a certificate of the Acquired Trust, on behalf of the Acquired Fund, executed in its name by its President or Vice President and a Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Fund Trust and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Fund made Acquired Trust contained 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, that each of the conditions to Closing in this Article 7 have been met, and as to such other matters as the Acquiring Fund Trust shall reasonably request; (d) 7.4 The Target Custodian and Acquired Trust, on behalf of the Target Transfer Agent Acquired Fund, shall have delivered to the certificates contemplated by Sections 3.2(b)Acquiring Trust and Wilmer Cutlex Xxxxxxxxx Haxx xxx Xxxx XXP an Xxxxired Fund Tax Representation Certificate, 3.2(d) of this Agreementsatisfactory to the Acquiring Fund and Wilmer Cutlxx Xxxxxxxxx Hxxx xxx Xxxx LLP, respectively, xx x form mutually acceptable to the Acquiring Trust and the Target Transfer Agent or Acquired Trust, concerning certain tax-related matters with respect to the Target Acquired Fund's President or Vice President ; 7.5 The Board of Trustees of the Acquired Fund shall have delivered determined that the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer Reorganization is in the best interests of the Target CustodianAcquired Fund and, based upon such determination, shall have approved this Agreement and the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicabletransactions contemplated hereby; (e) 7.6 The Target Entity and Acquiring Trust, on behalf of the Target Fund 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 Target Entity and Acquiring Trust, on behalf of the Target Acquiring Fund, on or before the Closing Date;. (f) 7.7 The Target Fund Acquiring Trust, on behalf of the Acquiring Fund, and the Acquiring Fund Acquired Trust, on behalf of the Acquired Fund, shall have agreed on the number of full and fractional shares of each class of Acquiring Fund Shares to be issued by the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, Investment Funds on behalf of the Acquiring Fund, Fund to complete the transactions provided for herein shall be subject, at the Acquiring Fund's Investment Funds' election, to the performance by the Target Advisory Funds on behalf of the Acquired Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1 All representations and warranties of Advisory Funds on behalf of the Target Entity and the Target Acquired 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; (b) 7.2 The Target Entity, on behalf of the Target Fund, Advisory Funds shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fundassets and liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target FundAdvisory Funds; (c) 7.3 The Target Entity Advisory Funds shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund Investment Funds and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Advisory Funds on behalf of the Acquired 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 Acquiring Fund Investment Funds shall reasonably request; (d) 7.4 The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer Advisory Funds on behalf of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target Acquired Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Target Entity and Advisory Funds on behalf of the Target Fund, Acquired Fund on or before the Closing Date; (f) 7.5 The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares Acquiring Fund Shares of each class of the Acquiring Fund set forth on Exhibit A hereto Class to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6 The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing DateClosing; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete the transactions provided for herein shall be subject, at the Acquiring Fund's its election, to the performance by the Target Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1. All representations and warranties of the Target Entity and the Target 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; (b) 7.2. The Target Entity, on behalf of the Target Fund, Fund shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Fund's Assetsassets and liabilities, together with a list of the Fund's portfolio securities showing the tax basis of such securities by lot and the Target Fundholding periods of such securities, as of the Closing Date, certified by the Treasurer or Assistant Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) 7.3. The Target Entity Fund shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its Chairman of the Board, President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request;; and (d) 7.4. The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date; (f) The Target Fund and the Acquiring Fund shall have agreed received on the number Closing Date a favorable opinion of full and fractional shares of each class Willkie Farr & Gallagher, counsel to the Fund, in a form satisfactory to Xxxxxxxxx X. Sxxxx, Xxx., Secretary of the Acquiring Fund, covering the xxxxxxxxx xxxxxx: (a) the Fund set forth on Exhibit A hereto to be issued in connection with is a corporation duly organized and validly existing under the laws of the State of Maryland; (b) the Fund is a closed-end management investment company registered under the 1940 Act; and (c) this Agreement, the Reorganization after such number provided for hereunder and the execution of this Agreement have been duly authorized and approved by all requisite action of the Fund, and this Agreement has been calculated duly executed and delivered by the Fund and, assuming due authorization, execution and delivery by the Acquiring Fund, is a valid and binding obligation of the Fund enforceable in accordance with Section 1.2 hereto; (g) Unless its terms against the Target Fund has been advised Fund, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Such opinion may state that it is solely for the benefit of the Acquiring Fund, its Directors and its officers. Such counsel may rely, as to matters governed by the Acquiring Fund that laws of the Acquiring Fund will deliver State of Maryland, on an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andMaryland counsel.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityTrust, on behalf of the Acquiring Fund, to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's their own election, to the performance by the Target Fund Trust, on behalf of the Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions: (a) 7.1 All representations and warranties of the Target Entity and Trust, on behalf of the Target Fund Acquired 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;. (b) 7.2 The Target EntityTrust, on behalf of the Target Acquired Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and Trust, on behalf of the Target Acquired Fund, on or before the Closing Date;. 7.3 The Acquired Fund shall have delivered to the Acquiring Fund a statement of the Assets and Liabilities, as of the Closing Date, including a schedule of investments, certified by the Treasurer of the Trust, on behalf of the Acquired Fund. The Trust shall have executed and delivered all such assignments and other instruments of transfer (fthe “Transfer Instruments”) as the Acquiring Fund may reasonably deem necessary or desirable in order to vest in and confirm (a) the Acquired Fund’s title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) the Acquiring Fund’s title to and possession of all the Assets and otherwise to carry out the intent and purpose of this Agreement. 7.4 The Target Trust, on behalf of the Acquired Fund, shall have delivered to the Acquiring Fund a certificate executed in the name of the Acquired Fund by the President or Vice President and the Treasurer or Assistant Treasurer of the Trust, in a form reasonably satisfactory and dated as of the Closing Date, as to the matters set forth in paragraphs 7.1 and 7.2 and as to such other matters as the Acquiring Fund shall reasonably request. 7.5 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andparagraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityTrust, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring Fund's Trust’s election, to the performance by the Target Fund Trust, on behalf of the Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1. All representations and warranties of the Target Entity and Trust, on behalf of the Target Fund Acquired 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; (b) 7.2. The Target Entity, on behalf of the Target Fund, Trust shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fund’s assets and liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target FundTrust; (c) 7.3. The Target Entity Trust shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Fund Trust, on behalf of the Acquired 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 Acquiring Fund Trust shall reasonably request; (d) 7.4. The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)Trust, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and Trust, on behalf of the Target Acquired Fund, on or before the Closing Date; (f) 7.5. The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares Acquiring Fund Shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6. The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00p.m. Eastern time on the Closing DateClosing; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityHarbor Funds, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring Fund's Harbor Funds’ election, to the performance by Harbor Funds, on behalf of the Target Fund Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1. All representations and warranties of Harbor Funds, on behalf of the Target Entity and the Target Fund Acquired 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; (b) The Target Entity, on behalf of the Target Fund, 7.2. Harbor Funds shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fund’s Assets and Liabilities, as of the Closing Date, certified by the Treasurer of the Target EntityHarbor Funds; 7.3. Harbor Funds, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance on behalf of the Target Acquired Fund; (c) The Target Entity , shall have delivered to the Acquiring Entity on the Closing Date Fund a certificate executed in its the name of the Acquired Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to Harbor Funds, on behalf of the Target Fund Acquired 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 AgreementPlan, and as to such other matters as the Acquiring Fund Harbor Funds shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)7.4. Harbor Funds, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Harbor Funds, on behalf of the Target Entity and the Target Acquired Fund, on or before the Closing Date; (f) 7.5. The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6. The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityTrust, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring FundTrust's election, to the performance by the Target Fund Trust, on behalf of the Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1. All representations and warranties of the Target Entity and Trust, on behalf of the Target Fund Acquired 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; (b) 7.2. The Target EntityTrust, on behalf of the Target Acquired Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assetsassets and liabilities, together with a list of portfolio securities of the Target FundAcquired Fund showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Target EntityTrust; 7.3. The Trust, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance on behalf of the Target Acquired Fund; (c) The Target Entity , shall have delivered to the Acquiring Entity 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 form and substance satisfactory to the Acquiring Fund Trust and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Fund Trust, on behalf of the Acquired Fund, made in this Agreement are are, in all material respects, 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 Acquiring Fund shall reasonably request; (d) 7.4. The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)Trust, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and Trust, on behalf of the Target Acquired Fund, on or before the Closing Date; (f) 7.5. The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 heretoparagraph 1.1 of this Agreement; and 7.6. The Trust, on behalf of the Acquiring Fund, shall have received on the Closing Date the opinion of Dechert LLP, counsel to the Trust (which may rely as to matters governed by the laws of the State of Delaware on an opinion of Delaware counsel and/or certificates of officers or Trustees of the Acquired Trust), covering the following points: (a) The Trust is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware and has the power to own all of the Acquired Fund's properties and assets, and to carry on its business, including that of the Acquired Fund, as presently conducted; (b) The Agreement has been duly authorized, executed and delivered by the Trust, on behalf of the Acquired Fund, and, assuming due authorization, execution and delivery of the Agreement by the Trust, is a valid and binding obligation of the Trust, on behalf of the Acquired Fund, enforceable against the Trust 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 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 Trust's Amended and Restated Agreement and Declaration of Trust or its Amended and Restated By-Laws or any provision of any agreement (known to such counsel) to which the Trust 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 not disclosed to the Trust, judgment or decree to which the Trust is a party or by which it is bound; (d) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required to be obtained by the Trust in order to consummate the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be required under state securities or blue sky laws (other than those of the State of Delaware); (e) The Trust is a registered investment company classified as a management company of the open-end type with respect to each series of shares it offers, including those of the Acquired Fund, under the 1940 Act and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; (f) The outstanding shares of the Acquired Fund are registered under the 1933 Act, and such registration is in full force and effect; and (g) Unless To the Target 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 Trust or the Acquired Fund has been advised by or any of their respective properties or assets, and neither the Acquiring Trust nor the Acquired Fund that are a party to or subject to the Acquiring Fund will deliver an opinion provisions of counsel that any order, decree or judgment of any court or governmental body which materially and adversely affects its business. 7.7. Prior to the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the CodeClosing Date, the Target Acquired Fund shall have declared and paid a distribution dividend or distributions prior to the Closing thatdividends which, together with all previous distributionsdividends, shall have the effect of distributing to its shareholders distributing: (i) all of its the Acquired Fund's investment company taxable income (determined without regard to any plus the excess, if any, of its interest income excludible from gross income under Section 103(a) of the Code over its deductions for dividends paiddisallowed under Sections 265 and 171(a)(2) of the Code) and all of its net realized capital gains, if any, gains for the period from the close of its last fiscal taxable year to the Closing Time ending on the Closing DateDate (computed without regard to any deduction for dividends paid); and (ii) any such undistributed investment company taxable income (plus the excess, if any, of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code) and net realized capital gains from any prior period to the extent not otherwise already distributed; . 7.8. The Trust, on behalf of the Acquired Fund, shall have furnished to the Acquiring Fund, a certificate, signed by the President or any Vice President and the Treasurer or any Assistant Treasurer of the Trust, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement computed in accordance with applicable sections of the Code and, with respect to securities, showing a breakdown by purchase lot.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete the transactions provided for herein shall be subject, at the Acquiring Fund's its election, to the performance by the Target Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: (a) All representations and warranties of the Target Entity and the 8.1. The Target 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; (b) The Target Entity, on behalf of the Target Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or a Vice President and its Treasurer or an Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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 that the Target Fund has complied with all the covenants and agreements and satisfied all of the conditions on its part to such other matters as be performed or satisfied under this Agreement at or prior to the Closing Date. 8.2. The Acquiring Fund shall reasonably requesthave received a favorable opinion of counsel to the Target Fund dated the Closing Date and in a form satisfactory to the Acquiring Fund, to the following effect: (a) The Target Company is duly organized and validly existing under the laws of its state of organization and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Target Fund, as applicable, is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the organizational documents of the Target Company; (b) This Agreement has been duly authorized, executed and delivered on behalf of the Target Fund and, assuming the Registration Statement and Prospectus/Proxy Statement referred to in paragraph 6.3, if any, comply with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Fund, is the valid and binding obligation of the Target Fund enforceable against the Target Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles; (c) The Target Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Target Fund will have duly transferred such assets to the Acquiring Fund; and (d) The Target Custodian execution and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) delivery of this Agreement, respectivelyAgreement did not, and the performance by the Target Transfer Agent or Fund of its obligations hereunder will not, violate the Target Fund's President ’s organizational documents. 8.3. On or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement prior to be performed or complied with by the Target Entity and the Target Fund, on or before the Closing Date; (f) The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution dividend or distributions prior to the Closing dividends that, together with all previous distributionsdividends, shall have the effect of distributing to its shareholders distributing, in distributions qualifying for the dividends paid deduction, (i) all of its the excess of (a) the Target Fund’s interest income excludable from gross income under Section 103(a) of the Code over (b) the Target Fund’s deductions disallowed under Sections 265 or 171(a)(2) of the Code, (ii) all of the Target Fund’s investment company taxable income as defined in Section 852 of the Code and (determined iii) all of the Target Fund’s net capital gain realized (after reduction for any capital loss carryover); the amounts in (i), (ii) and (iii) shall in each case be computed without regard to any deductions for the dividends paidpaid deduction and shall include amounts in respect of both (x) and all of its net realized capital gains, if any, for the period from the close of its last fiscal Target Fund’s taxable year to the Closing Time that will end on the Closing Date; , and (iiy) any such undistributed investment company prior taxable income and net realized capital gains from any prior period year of the Target Fund, to the extent such dividend or dividends are eligible to be treated as paid during such prior year under Section 855(a) of the Code. 8.4. The Target Fund shall have furnished to the Acquiring Fund a certificate signed by an officer of the Target Fund as to the adjusted tax basis in the hands of the Target Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement, and shall have delivered a copy of the tax books and records of the Target Fund, including but not otherwise already distributed; andlimited to information necessary for purposes of preparing any tax returns, reports and information returns required by law to be filed by the Acquiring Fund after the Closing Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityCompany, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring FundCompany's election, to the performance by the Target Fund Company, on behalf of the Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1. All representations and warranties of the Target Entity and Company, on behalf of the Target Fund Acquired 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; (b) 7.2. The Target Entity, on behalf of the Target Fund, Company shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target FundAssets and Liabilities, as of the Closing Date, certified by the Treasurer of the Target EntityCompany; 7.3. The Company, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance on behalf of the Target Acquired Fund; (c) The Target Entity , shall have delivered to the Acquiring Entity on the Closing Date Fund a certificate executed in its the name of the Acquired Fund by its President or Vice President and Treasurer, in form and substance satisfactory to the Acquiring Fund its Treasurer or Assistant Treasurer and dated as of the Closing Date, Date to the effect that the representations and warranties of or with respect to the Target Fund Company, on behalf of the Acquired 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 Acquiring Fund shall reasonably request; (d) 7.4. The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)Company, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and Company, on behalf of the Target Acquired Fund, on or before the Closing Date; (f) 7.5. The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has shall have been calculated in accordance with Section 1.2 hereto;paragraph 1.1 herein; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6. The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's its election, to the performance by the Target Acquired Fund of all of the obligations to be performed by it hereunder the Acquired Fund pursuant to this Agreement, on or before the Closing Date and, in addition theretoaddition, shall be subject to the following conditions: (a) : All representations representations, covenants, and warranties of the Target Entity and the Target Acquired 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, with the same force and effect as if made on and as of the such Closing Date; (b) . The Target Entity, on behalf of the Target Fund, Acquired Fund shall have delivered to the Acquiring Entity Fund on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the such Closing Date a certificate executed in its the Acquired Fund?s name by its the EquiTrust Fund?s President or Vice President and the Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the such Closing Date, to the such effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request; (d) . The Target Custodian and the Target Transfer Agent Acquired Fund shall have delivered to the certificates contemplated Acquiring Fund a statement of the Acquired Fund?s assets and liabilities, together with a list of the Acquired Fund?s portfolio securities showing the tax costs of such securities by Sections 3.2(b), 3.2(d) of this Agreement, respectively, lot and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) holding periods of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice Presidentsuch securities, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date; (f) The Target Fund and , certified by the Acquiring Fund shall have agreed on the number of full and fractional shares of each class Treasurer of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andEquiTrust Fund.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring Fund's ’s election, to the performance by the Target Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) All representations and warranties of the Target Entity and the Target 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; (b) The Target Entity, on behalf of the Target Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's ’s Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), ) (if available at the Closing) and 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's ’s President or Vice President shall have delivered the certificate contemplated by Section 5.1(f5.1(e) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's ’s President or the Target Fund's ’s Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date; (f) The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 1.1 hereto; (g) Unless On or before the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that Closing Date, unless the Reorganization qualifies as a "“reorganization" ” under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution dividend or distributions prior to the Closing thatdividends which, together with all previous distributionssuch dividends, shall have the effect of distributing to its shareholders (i) all of its the Target Fund’s investment company taxable income for the taxable year ended prior to the Closing Date and substantially all of such investment company taxable income for the final taxable year ending with its complete liquidation (in each case determined without regard to any deductions for dividends paid); (ii) and all of the Target Fund’s net capital gain recognized in its taxable year ended prior to the Closing Date and substantially all of any such net realized capital gainsgain recognized in such final taxable year (in each case after reduction for any capital loss carryover); and (iii) at least 90 percent of the excess, if any, of the Target Fund’s interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for the period from the close of its last fiscal taxable year prior to the Closing Time Date and at least 90 percent of such net tax-exempt income for such final taxable year; and (h) The Acquiring Entity shall have received on the Closing Date; Date the opinion of Stradley, Ronon, Xxxxxxx & Xxxxx, LLP, counsel to the Target Entity (which may rely on certificates of officers or trustees of the Target Entity), covering the following points: (i) The Target Entity is a statutory trust duly formed, validly existing and in good standing under the laws of the State of Delaware, and has the trust power to own all of Target Fund’s properties and assets, and to conduct its business, including that of the Target Fund, as described in its organizational documents or in the most recently filed registration statement of the Target Fund; (ii) The Target Entity is a registered investment company classified as a management company of the open-end type with respect to itself and, if applicable, each series of shares it offers, including the Target Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; (iii) The Agreement has been duly authorized by the Target Entity on behalf of Target Fund and, assuming due authorization, execution and delivery of the Agreement by the other parties thereto, is a valid and binding obligation of the Target Entity, on behalf of the Target Fund, enforceable against the Target Entity in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium and other similar laws relating to or affecting creditors' rights generally, general equity principles (whether considered in a proceeding in equity or at law) and to an implied covenant of good faith and fair dealing; and (iv) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a violation of, as appropriate, the Target Entity’s Governing Documents or a breach or default under any agreement pertaining to the Target Fund identified as an exhibit in Part C of the registration statement on Form N-1A last filed by Target Entity or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andagreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's its election, to the performance by the Target Acquired Fund of all of the obligations to be performed by it hereunder the Acquired Fund pursuant to this Agreement, on or before the Closing Date and, in addition theretoaddition, shall be subject to the following conditions: (a) 7.1 All representations representations, covenants, and warranties of the Target Entity and the Target Acquired 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, with the same force and effect as if made on and as of the such Closing Date; (b) . The Target Entity, on behalf of the Target Fund, Acquired Fund shall have delivered to the Acquiring Entity Fund on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the such Closing Date a certificate executed in its the Acquired Fund’s name by its Unified’s President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the such Closing Date, to the such effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request;. (d) 7.2 The Target Custodian and the Target Transfer Agent Acquired Fund shall have delivered to the certificates contemplated Acquiring Fund a statement of the Acquired Fund’s assets and liabilities, together with a list of the Acquired Fund’s portfolio securities showing the tax costs of such securities by Sections 3.2(b), 3.2(d) of this Agreement, respectively, lot and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) holding periods of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice Presidentsuch securities, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date; (f) The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised , certified by the Acquiring Fund that the Acquiring Fund will deliver an opinion Treasurer of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andUnified.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityTrust, on behalf of the Acquiring Fund, to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's electionelection of the Trust, to the performance by the Target Fund Trust, on behalf of the Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions: (a) 7.1 All representations and warranties of the Target Entity and Trust, on behalf of the Target Fund Acquired 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;. (b) 7.2 The Target EntityTrust, on behalf of the Target Acquired Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and Trust, on behalf of the Target Acquired Fund, on or before the Closing Date;. 7.3 The Acquired Fund shall have delivered to the Acquiring Fund a statement of the Assets and Liabilities, as of the Closing Date, including a schedule of investments, certified by the Treasurer of the Trust, on behalf of the Acquired Fund. The Trust shall have executed and delivered all such assignments and other instruments of transfer (fthe “Transfer Instruments”) as the Acquiring Fund may reasonably deem necessary or desirable in order to vest in and confirm (a) the Acquired Fund’s title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) the Acquiring Fund’s title to and possession of all the Assets and otherwise to carry out the intent and purpose of this Agreement. 7.4 The Target Trust, on behalf of the Acquired Fund, shall have delivered to the Acquiring Fund a certificate executed in the name of the Acquired Fund by the President or Vice President and the Treasurer or Assistant Treasurer of the Trust, in a form reasonably satisfactory and dated as of the Closing Date, as to the matters set forth in paragraphs 7.1 and 7.2 and as to such other matters as the Acquiring Fund shall reasonably request. 7.5 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andparagraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's its election, to the performance by the Target Acquired Fund of all of the obligations to be performed by it hereunder the Acquired Fund pursuant to this Agreement, on or before the Closing Date and, in addition theretoaddition, shall be subject to the following conditions: (a) : All representations representations, covenants, and warranties of the Target Entity and the Target Acquired 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, with the same force and effect as if made on and as of the such Closing Date; (b) . The Target Entity, on behalf of the Target Fund, Acquired Fund shall have delivered to the Acquiring Entity Fund on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the such Closing Date a certificate executed in its the Acquired Fund's name by its the Trust's President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the such Closing Date, to the such effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request; (d) . The Target Custodian and the Target Transfer Agent Acquired Fund shall have delivered to the certificates contemplated Acquiring Fund a statement of the Acquired Fund's assets and liabilities, together with a list of the Acquired Fund's portfolio securities showing the tax costs of such securities by Sections 3.2(b), 3.2(d) of this Agreement, respectively, lot and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) holding periods of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice Presidentsuch securities, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date; (f) The Target Fund and , certified by the Acquiring Fund shall have agreed on the number of full and fractional shares of each class Treasurer of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andTrust.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityTrust II, on behalf of the Acquiring Fund, to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's electionelection of Trust II, to the performance by Trust I, on behalf of the Target Fund Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions: (a) 7.1 All representations and warranties of Trust I, on behalf of the Target Entity and the Target Fund Acquired 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;. (b) The Target Entity7.2 Trust I, on behalf of the Target Acquired Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Trust I, on behalf of the Target Entity and the Target Acquired Fund, on or before the Closing Date;. 7.3 Trust I, on behalf of the Acquired Fund, shall have delivered to the Acquiring Fund a statement of the Assets and Liabilities, as of the Closing Date, including a schedule of investments, certified by the Treasurer of Trust I, on behalf of the Acquired Fund. Trust I shall have executed and delivered all such assignments and other instruments of transfer (fthe “Transfer Instruments”) as Trust II, on behalf of the Acquiring Fund, may reasonably deem necessary or desirable in order to vest in and confirm (a) Trust I’s, on behalf of the Acquired Fund, title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) Trust II’s, on behalf of the Acquiring Fund, title to and possession of all the Assets and otherwise to carry out the intent and purpose of this Agreement. 7.4 Trust I, on behalf of the Acquired Fund, shall have delivered to the Acquiring Fund a certificate executed in the name of the Acquired Fund by the President or Vice President and the Treasurer or Assistant Treasurer of Trust I, in a form reasonably satisfactory and dated as of the Closing Date, as to the matters set forth in paragraphs 7.1 and 7.2 and as to such other matters as Trust II, on behalf of the Acquiring Fund, shall reasonably request. 7.5 The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andparagraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityCompany, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring FundCompany's election, election to the performance by the Target Fund Trust, on behalf of the Acquired Fund, all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1. All representations and warranties of the Target Entity and Trust, on behalf of the Target Fund Acquired 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; (b) 7.2. The Target Entity, on behalf of the Target Fund, Trust shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fundassets and liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target FundTrust; (c) 7.3. The Target Entity Trust shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund Company and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Fund Trust, on behalf of the Acquired 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 Acquiring Fund Company shall reasonably request; (d) 7.4. The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)Trust, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and Trust, on behalf of the Target Acquired Fund, on or before the Closing Date; (f) 7.5. The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares Acquiring Fund Shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 heretoparagraph 1.1; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6. The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing DateClosing; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityCompany, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring FundCompany's election, election to the performance by the Target Fund Trust, on behalf of the Acquired Fund, all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1 All representations and warranties of the Target Entity and Trust, on behalf of the Target Fund Acquired 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; (b) 7.2 The Target Entity, on behalf of the Target Fund, Trust shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fundassets and liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target FundTrust; (c) 7.3 The Target Entity Trust shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund Company and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Fund Trust, on behalf of the Acquired 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 Acquiring Fund Company shall reasonably request; (d) 7.4 The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)Trust, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and Trust, on behalf of the Target Acquired Fund, on or before the Closing Date; (f) 7.5 The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares Acquiring Fund Shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 heretoparagraph 1.1; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6 The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing DateClosing; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's its election, to the performance by the Target Acquired Fund of all of the obligations to be performed by it hereunder the Acquired Fund pursuant to this Agreement, on or before the Closing Date and, in addition theretoaddition, shall be subject to the following conditions: (a) : All representations representations, covenants, and warranties of the Target Entity Acquired Fund and the Target Acquiring Fund Registrant 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, with the same force and effect as if made on and as of the such Closing Date; (b) . The Target Entity, on behalf of the Target Fund, Acquired Fund shall have delivered to the Acquiring Entity Fund on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the such Closing Date a certificate executed in its the Acquired Fund’s name by its the Acquiring Fund Registrant’s President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the such Closing Date, to the such effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request; (d) . The Target Custodian and the Target Transfer Agent Acquired Fund shall have delivered to the certificates contemplated Acquiring Fund a statement of the Acquired Fund’s assets and liabilities, together with a list of the Acquired Fund’s portfolio securities showing the tax costs of such securities by Sections 3.2(b), 3.2(d) of this Agreement, respectively, lot and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) holding periods of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice Presidentsuch securities, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date; (f) The Target Fund and , certified by the Acquiring Fund shall have agreed on the number of full and fractional shares of each class Treasurer of the Acquiring Acquired Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andRegistrant.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityING Equity Trust, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at ING Equity Trust's election, on behalf of the Acquiring Fund's election, to the performance by ING Equity Trust, on behalf of the Target Fund Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1. All representations and warranties of ING Equity Trust, on behalf of the Target Entity and the Target Fund Acquired 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; (b) 7.2. The Target EntityING Equity Trust, on behalf of the Target Acquired Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fundassets and liabilities, as of the Closing Date, certified by the Treasurer of the Target EntityING Equity Trust; 7.3. The ING Equity Trust, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance on behalf of the Target Acquired Fund; (c) The Target Entity , shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to ING Equity Trust, on behalf of the Acquiring Fund Fund, and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to ING Equity Trust, on behalf of the Target Fund Acquired 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 ING Equity Trust, on behalf of the Acquiring Fund Fund, shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)7.4. ING Equity Trust, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 ING Equity Trust, on behalf of the Target Entity and the Target Acquired Fund, on or before the Closing Date; (f) 7.5. The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares Acquiring Fund Shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6. The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing DateClosing; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of HighMark and the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete the transactions provided for herein shall be subject, at the Acquiring Fund's their election, to the performance by Bailard and the Target Acquired Fund of all of the obligations to be performed by it them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: (a) All representations and warranties of the Target Entity 6.1. Bailard and the Target Acquired 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; (b) The Target Entity, on behalf of the Target Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name on their behalf by its Bailard's President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of Bailard and the Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they maybe affected by the transactions contemplated by this Agreement, and that Bailard and the Acquired Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to be performed or with respect satisfied under this Agreement at or prior to the Target Closing Date. Bailard, Inc. shall have delivered to the Acquiring Fund a certificate executed on its behalf by Bailard, Inc.'s President or Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of Bailard, Inc. 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 . 6.2. The Acquired Fund shall have furnished to such other matters as the Acquiring Fund shall reasonably request; (d) The Target Custodian a statement of the Acquired Fund's assets and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)liabilities, 3.2(d) with values determined as provided in Section 2 of this Agreement, respectivelytogether with a list of Investments with their respective tax costs, all as of the Valuation Date, certified on the Acquired Fund's behalf by Bailard's President (or any Vice President)and Treasurer, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the a certificate contemplated by Section 5.1(f) of this Agreementboth such officers, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before dated the Closing Date;, to the effect that as of the Valuation Date and as of the Closing Date there has been no material adverse change in the financial position of the Acquired Fund since September 30, 2005, other than changes in the Investments since that date or changes in the market value of the Investments, or changes due to dividends paid or losses from operations. (f) The Target 6.3. [Reserved]. 6.4. Subject to the parties' compliance with Section 6 hereof, the assets of the Acquired Fund and to be acquired by the Acquiring Fund shall have agreed on will include no assets which the number Acquiring Fund, by reason of full and fractional shares limitations contained in HighMark's Declaration of each class Trust or of investment restrictions disclosed in the Acquiring Fund set forth Prospectus in effect on Exhibit A hereto to be issued the Closing Date, may not properly acquire. 6.5. All proceedings taken by Bailard or the Acquired Fund in connection with the Reorganization after such number has been calculated transactions contemplated by this Agreement and all material documents related thereto shall be reasonably satisfactory in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by form and substance to the Acquiring Fund that Fund. 6.6. Prior to the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) Closing Date, Bailard, on behalf of the CodeAcquired Fund, the Target Fund shall have declared and paid a distribution dividend or distributions prior to the Closing thatdividends which, together with all previous distributionssuch dividends, shall have the effect of distributing to its shareholders (i) stockholders all of its investment company taxable income for its taxable year ended September 30, 2005 and the short taxable year beginning October 1, 2005 and ending on the Closing Date (determined computed without regard to any deductions deduction for dividends paid) ), and all of the Acquired Fund's net capital gain realized in its net realized capital gainstaxable year ended September 30, if any2005 and the short taxable year beginning on October 1, for the period from the close of its last fiscal year to the Closing Time 2005 and ending on the Closing Date (after reduction for any capital loss carryover). 6.7. The Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed on its behalf by the President or any Vice President and the Treasurer of Bailard, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement, together with any such other evidence as to such adjusted tax basis as the Acquiring Fund may reasonably request. 6.8. The Acquired Fund's custodian shall have delivered to the Acquiring Fund a certificate identifying all of the assets of the Acquired Fund held by such custodian as of the Valuation Date; and . 6.9. The Acquired Fund's transfer agent shall have provided to the Acquiring Fund's transfer agent (i) the originals or true copies of all of the records of the Acquired Fund in the possession of the Acquired Fund's transfer agent as of the Closing Date, (ii) a record specifying the number of Acquired Fund Shares outstanding as of the Valuation Date and (iii) a record specifying the name and address of each holder of record of any Acquired Fund Shares and the number of Acquired Fund Shares held of record by each such undistributed stockholder as of the Valuation Date. The Acquired Fund's transfer agent shall also have provided the Acquiring Fund with a certificate confirming that the acts specified in the preceding sentence have been taken and that the information so supplied is complete and accurate to the best knowledge of the transfer agent. 6.10. The Acquiring Fund shall have received a favorable opinion of Xxxxxx Xxxx Nemerovski Xxxxxx Xxxx & Rabkin ("Xxxxxx Xxxx") or DLA Xxxxx Xxxxxxx Xxxx Xxxx ("DLA Xxxxx"), counsel to Bailard for the transactions contemplated hereby, dated the Closing Date, with such assumptions and limitations as shall be in the opinion of Xxxxxx Xxxx or DLA Piper appropriate to render the opinions expressed therein, and in a form satisfactory to the Acquiring Fund, substantially to the following effect: (a) Bailard is a corporation duly organized and validly existing under the laws of the state of Maryland and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Articles of Incorporation and Bylaws of Bailard. (b) This Agreement has been duly authorized, executed and delivered by Bailard, on behalf of the Acquired Fund, and assuming the due authorization, execution and delivery of this Agreement by HighMark Capital and HighMark, on behalf of the Acquiring Fund, is a valid and binding obligation of Bailard and the Acquired Fund enforceable against Bailard and the Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles. (c) Assuming that a consideration thereof of not less than the net asset value, and the par value, thereof has been paid, all issued and outstanding shares of the Acquired Fund are validly issued and outstanding and fully paid and non assessable. (d) The Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Acquired Fund will have duly transferred such assets to the Acquiring Fund. (e) The execution and delivery of this Agreement by Bailard on behalf of the Acquired Fund did not, and the performance by Bailard and the Acquired Fund of their obligations hereunder will not, violate Bailard's Articles of Incorporation or Bylaws, or any provision of any agreement known to such counsel to which Bailard or the Acquired 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 Bailard or the Acquired Fund is a party or by which it is bound. (f) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by Bailard or the Acquired Fund of the transactions contemplated by this Agreement, except such as have been obtained. (g) Such counsel does not know of any legal or governmental proceedings relating to Bailard or the Acquired Fund existing on or before the date of mailing of the Prospectus/Proxy Statement referred to in Section 5.3 or the Closing Date required to be described in the Registration Statement which are not described as required. (h) Bailard is registered with the Securities and Exchange Commission as an investment company taxable income and net realized capital gains from any prior period under the 1940 Act. (i) To the knowledge of such counsel, except as has been disclosed in writing to the extent not otherwise already distributed; andAcquiring Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to Bailard or the Acquired Fund or any of their properties or assets or any person whom Bailard or the Acquired Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and neither Bailard nor the Acquired 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 or its ability to consummate the transactions contemplated hereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's ’s election, to the performance by the Target Acquired Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions: (a) 8.1 All representations and warranties of the Target Entity and the Target Acquired 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; (b) 8.2 The Target Entity, on behalf of the Target Fund, Acquired Fund shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fund’s assets and liabilities, as of the Closing Date, which is prepared in accordance with GAAP and certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Acquired Fund; (c) 8.3 The Target Entity Acquired Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquired Fund, on or before the Closing Date; 8.4 The Acquired Fund shall have delivered to the Acquiring Entity on the Closing Date Fund a certificate executed in its the Acquired Fund’s name by its President or Vice President President, and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Acquiring Fund Fund, and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Acquired 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 Acquiring Fund shall reasonably request;; and (d) 8.5 The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date; (f) The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andparagraph 2.3.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityMainStay Funds Trust, on behalf of the each Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring Fund's MainStay Funds Trust’s election, to the performance by MainStay Funds Trust, on behalf of the Target Fund corresponding Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1 All representations and warranties of the Target Entity and the Target Fund MainStay Funds Trust, on behalf of an Acquired 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; (b) The Target Entity, on behalf of the Target Fund, 7.2 MainStay Funds Trust shall have delivered to the each Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fund’s Assets and Liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target FundMainStay Funds Trust; (c) The Target Entity 7.3 MainStay Funds Trust, on behalf of each Acquired Fund, shall have delivered to the corresponding Acquiring Entity on the Closing Date Fund a certificate executed in its the name of the Acquired Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to MainStay Funds Trust, on behalf of the Target Fund Acquired 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 AgreementPlan, and as to such other matters as the Acquiring Fund MainStay Funds Trust shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)7.4 MainStay Funds Trust, 3.2(d) on behalf of this Agreementeach Acquired Fund, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 MainStay Funds Trust, on behalf of the Target Entity and the Target corresponding Acquired Fund, on or before the Closing Date; (f) The Target 7.5 Each Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6 Each Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's election, to the performance by the Target Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) All representations and warranties of the Target Entity and the Target 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; (b) The Target EntityIf requested by the Acquiring Fund, on behalf of the Target Fund, Fund shall have delivered to the Acquiring Entity on the Closing Date Fund (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target FundFund showing the adjusted tax basis of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Target EntityAVIF, (ii) the Target Fund Shareholder Documentation, (iii) if applicable, the AML Documentation and FIN 48 Workpapers, (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund, and (v) a statement of earnings and profits as provided in Section 5.1(h); (c) The Target Entity Fund shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance reasonably satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(fSections 3.2(b) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date;; and (f) The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid or cause to be paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gainsgains (after reduction for any capital loss carryover), if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any for its taxable year ended prior period to the Closing Date to the extent not otherwise already distributed; andand (iii) at least 90 percent of the excess, if any, of the Target Fund's interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ended prior to the Closing Date and at least 90 percent of such net tax-exempt income for the period from the close of its last fiscal year to the Closing Time on the Closing Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete the transactions provided for herein shall be subject, at the Acquiring Fund's its election, to the performance by the Target Acquired Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: (a) All representations and warranties of the Target Entity and the Target 6.1. The Acquired 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; (b) The Target Entity, on behalf of the Target Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in on its name behalf by its the Trust's President or any Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Acquired 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 Acquired 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. 6.2. The Acquired Fund shall have furnished to the Acquiring Fund a statement of the Acquired Fund's assets and liabilities, with values determined as provided in Section 2 of this Agreement, together with a list of Investments with their respective tax costs, all as of the Valuation Date, certified on the Acquired Fund's behalf by the Trust's President (or any Vice President) and Treasurer, and a certificate of both such officers, dated the Closing Date, to the effect that as of the Valuation Date and as of the Closing Date there has been no material adverse change in the financial position of the Acquired Fund since December 31, 2012. 6.3. The assets of the Acquired Fund to be acquired by the Acquiring Fund will include no assets which the Acquiring Fund, by reason of limitations contained in the Declaration of Trust or of investment restrictions disclosed in the Acquiring Fund Prospectus in effect on the Closing Date, may not properly acquire, and as of the Closing Date, the Acquired Fund will have sold such of its assets, if any, as are necessary to ensure that, after giving effect to the acquisition of the assets of the Acquired Fund pursuant to this agreement, the Acquiring Fund will remain a "diversified company" within the meaning of Section 5(b)(1) of the 1940 Act. 6.4. All proceedings taken by the Acquired Fund in connection with the transactions contemplated by this Agreement and all material documents related thereto shall be reasonably satisfactory in form and substance to the Acquiring Fund. 6.5. The Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed on its behalf by the President or any Vice President and the Treasurer or any Assistant Treasurer of the Trust, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement, together with any such other evidence as to such other matters adjusted tax basis as the Acquiring Fund shall may reasonably request;. (d) 6.6. The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)Trust, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Acquired Fund, on or before the Closing Date; (f) The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing Date, shall have declared a dividend or dividends that, together with all previous distributionssuch dividends, shall have the effect of distributing to its the Acquired Fund shareholders (i) all of its the Acquired Fund's investment company taxable income as defined in Section 852 of the Code, and (determined ii) all of the excess, if any, of (x) the Acquired Fund's investment income excludable from gross income under Section 103 of the Code over (y) the Acquired Fund's deductions disallowed under Sections 265 and 171 of the Code, and (iii) all of the Acquired Fund's net capital gain realized (after reduction by any capital loss carryover), in each case computed without regard to any deductions deduction for dividends paid) , and all of its net realized capital gains, if any, in each case for both the period from the close of its last fiscal Acquired Fund's current taxable year to the Closing Time (that will end on the Closing Date; ) and any prior taxable year to the extent such dividend or dividends are eligible to be treated as paid with respect to such prior year under Section 855(a) of the Code. 6.7. The Acquired Fund's custodian shall have delivered to the Acquiring Fund a certificate identifying all of the assets of the Acquired Fund held by such custodian as of the Valuation Date. 6.8. The Acquired Fund's transfer agent shall have provided to the Acquiring Fund's transfer agent (i) the originals or true copies of all of the records of the Acquired Fund in the possession of the Acquired Fund's transfer agent as of the Closing Date, (ii) a record specifying the number of Acquired Fund Shares outstanding as of the Valuation Date and (iii) a record specifying the name and address of each holder of record of any Acquired Fund Shares and the number of Acquired Fund Shares held of record by each such undistributed investment company taxable income shareholder as of the Valuation Date. The Acquired Fund's transfer agent shall also have provided the Acquiring Fund with a certificate confirming that the acts specified in the preceding sentence have been taken and net realized capital gains from that the information so supplied is complete and accurate to the best knowledge of the transfer agent. 6.9. All of the issued and outstanding shares of the Acquired Fund shall have been offered for sale and sold in conformity with all applicable state securities or blue sky laws (including any prior period applicable exemptions therefrom) and, to the extent not otherwise already distributed; andthat any audit of the records of the Acquired Fund or its transfer agent by the Acquiring Fund or its agents shall have revealed otherwise, either (i) the Acquired Fund shall have taken all actions that in the opinion of the Acquiring Fund or its counsel are necessary to remedy any prior failure on the part of the Acquired Fund to have offered for sale and sold such shares in conformity with such laws or (ii) the Acquired Fund shall have furnished (or caused to be furnished) surety, or deposited (or caused to be deposited) assets in escrow, for the benefit of the Acquiring Fund in amounts sufficient and upon terms satisfactory, in the opinion of the Acquiring Fund or its counsel to indemnify the Acquiring Fund against any expense, loss, claim, damage or liability whatsoever that may be asserted or threatened by reason of such failure on the part of the Acquired Fund to have offered and sold such shares in conformity with such laws. 6.10. The Acquiring Fund shall have received a favorable opinion of Ropes & Xxxx LLP, counsel to the Acquired Fund for the transactions contemplated hereby, dated the Closing Date, with such assumptions and limitations as shall be in the opinion of such firm appropriate to render the opinions expressed therein, and in a form satisfactory to the Acquiring Fund, to the following effect: (a) This Agreement has been duly authorized, executed and delivered by the Trust, on behalf of the Acquired Fund, and assuming the due authorization, execution and delivery of this Agreement by the Trust, on behalf of the Acquiring Fund, is a valid and binding obligation of the Trust on behalf of the Acquired Fund enforceable against the Trust on behalf of the Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles. (b) The Trust has the trust power to own all of its properties and assets and to carry on its business as currently conducted, as described in the Registration Statement. (c) The execution and delivery of this Agreement by the Trust on behalf of the Acquired Fund did not, and the performance by the Trust on behalf of the Acquired Fund of its obligations hereunder will not, violate the Declaration of Trust or Bylaws, or result in a breach or violation of, or constitute a default under, any agreement listed as an exhibit in the Registration Statement. (d) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Trust on behalf of the Acquired Fund of the transactions contemplated by this Agreement, except such as have been obtained. (e) The Trust is registered with the Securities and Exchange Commission as an investment company under the 1940 Act.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityCompany, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring FundCompany's election, to the performance by the Target Fund Trust, on behalf of the Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1. All representations and warranties of the Target Entity and Trust, on behalf of the Target Fund Acquired 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; (b) 7.2. The Target Entity, on behalf of the Target Fund, Trust shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fundassets and liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target FundTrust; (c) 7.3. The Target Entity Trust shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund Company and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Fund Trust, on behalf of the Acquired 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 Acquiring Fund Company shall reasonably request; (d) 7.4. The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)Trust, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and Trust, on behalf of the Target Acquired Fund, on or before the Closing Date; (f) 7.5. The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares Acquiring Fund Shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 heretoparagraph 1.1; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6. The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00p.m. Eastern time on the Closing DateClosing; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and 7.7. The Acquired Fund shall not have in its portfolio any convertible securities.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityETF Trust, on behalf of the Acquiring Fund, to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's electionelection of Target Trust, to the performance by Target Trust, on behalf of the Target Fund Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions: (a) 22.1. All representations and warranties of Target Trust, on behalf of the Target Entity and the Target 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;. (b) The 22.2. Target EntityTrust, on behalf of the Target Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and Trust, on behalf of the Target Fund, on or before the Closing Date;. 22.3. Target Trust, on behalf of the Target Fund, shall have delivered to the Acquiring Fund a statement of the Assets and Liabilities, as of the Closing Date, including a schedule of investments, certified by the Treasurer of Target Trust, on behalf of the Target Fund. Target Trust shall have executed and delivered all such assignments and other instruments of transfer (fthe “Transfer Instruments”) as ETF Trust, on behalf of the Acquiring Fund, may reasonably deem necessary or desirable in order to vest in and confirm (a) Target Trust’s, on behalf of the Target Fund, title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) ETF Trust’s, on behalf of the Acquiring Fund, title to and possession of all the Assets and otherwise to carry out the intent and purpose of this Agreement. 22.4. Target Trust, on behalf of the Target Fund, shall have delivered to the Acquiring Fund a certificate executed in the name of the Target Fund by the President or Vice President and the Treasurer or Assistant Treasurer of Target Trust, in a form reasonably satisfactory and dated as of the Closing Date, as to the matters set forth in paragraphs 7.1 and 7.2 and as to such other matters as Target Trust, on behalf of the Acquiring Fund, shall reasonably request. 22.5. The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1. (g) Unless 1. For the Target Fund has been advised by avoidance of doubt, the Acquiring Fund that the shall not issue fractional shares, and cash shall be distributed to Target Fund Shareholders in connection with this Reorganization in lieu of fractional Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andShares.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityCompany, on behalf of the Acquiring Fund, to complete the transactions provided for herein with respect to an Acquired Fund shall be subject, at the Acquiring Fund's Company’s election, to the performance by the Target Fund Trust, on behalf of such Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1. All representations and warranties of the Target Entity and Trust, on behalf of the Target Fund Acquired 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; (b) 7.2. The Target Entity, on behalf of the Target Fund, Trust shall have delivered to the Acquiring Entity on the Closing Date (i) Company a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fund’s assets and liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target FundTrust; (c) 7.3. The Target Entity Trust shall have delivered to the Acquiring Entity Company on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund Company and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Fund Trust, on behalf of the Acquired 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 Acquiring Fund Company shall reasonably request; (d) 7.4. The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)Trust, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and Trust, on behalf of the Target Acquired Fund, on or before the Closing Date; (f) 7.5. The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Class A, Class B and Class C Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6. The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing DateClosing; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityING Series Fund, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring ING Series Fund's election, to the performance by ING Investment Funds, on behalf of the Target Fund Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1. All representations and warranties of ING Investment Funds, on behalf of the Target Entity and the Target Fund Acquired 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; (b) The Target Entity, on behalf of the Target Fund, 7.2. ING Investment Funds shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fundassets and liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target FundING Investment Funds; (c) The Target Entity 7.3. ING Investment Funds shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring ING Series Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to ING Investment Funds, on behalf of the Target Fund Acquired 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 Acquiring ING Series Fund shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)7.4. ING Investment Funds, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 ING Investment Funds, on behalf of the Target Entity and the Target Acquired Fund, on or before the Closing Date; (f) 7.5. The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares Acquiring Fund Shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target paragraph 1.1; and The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00p.m. Eastern time on the Closing DateClosing; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityGold Company, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring FundGold Company's election, election to the performance by Silver Company, on behalf of the Target Fund Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1. All representations and warranties of Silver Company, on behalf of the Target Entity and the Target Fund Acquired 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; (b) The Target Entity, on behalf of the Target Fund, 7.2. Silver Company shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fundassets and liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target FundSilver Company; (c) The Target Entity 7.3. Silver Company shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund Gold Company and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to Silver Company, on behalf of the Target Fund Acquired 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 Acquiring Fund Gold Company shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)7.4. Silver Company, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Silver Company, on behalf of the Target Entity and the Target Acquired Fund, on or before the Closing Date; (f) 7.5. The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares Acquiring Fund Shares of each class of the Acquiring Fund set forth on Exhibit A hereto Class to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6. The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing DateClosing; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the obligations of the Acquiring Entity, on behalf of the Acquiring Fund, to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's election, to the performance by the Target Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) All representations and warranties of the Target Entity and the Target 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; (b) The Target Entity, on behalf of the Target Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation Documentation, and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance reasonably satisfactory to the Acquiring Fund Entity and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund Entity shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), ) and 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable;. (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date; (f) The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the The Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; (h) The Acquiring Entity shall have received on the Closing Date the opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Target Entity (which may xxxx xn cxxxxficates of officers or trustees of the Target Entity), dated as of the Closing Date, covering the following points: (i) The Target Entity is a statutory trust duly formed, validly existing and in good standing under the laws of the State of Delaware and has the trust power to own all of Target Fund's properties and assets, and to conduct its business, including that of the Target Fund, as a registered investment company as described in its organizational documents or in the most recently filed registration statement of the Target Fund; (ii) The Target Entity is a registered investment company classified as a management company of the open-end type with respect to itself and, if applicable, each series of shares it offers, including the Target Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; (iii) The Agreement has been duly authorized by the Target Entity on behalf of the Target Fund and, assuming due authorization, execution and delivery of the Agreement by the Acquiring Entity and the Acquiring Fund, is a valid and binding obligation of the Target Entity, on behalf of the Target Fund, enforceable against the Target Entity in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium and other similar laws relating to or affecting creditors' rights generally, general equity principles (whether considered in a proceeding in equity or at law) and to an implied covenant of good faith and fair dealing; and (iv) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated hereby will not, result in a violation of, the Target Entity's Governing Documents or a breach or default under any agreement pertaining to the Target Fund identified as an exhibit in Part C of the registration statement on Form N-1A last filed by Target Entity or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any such agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityPilgrim SmallCap Opportunities Fund, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring Pilgrim SmallCap Opportunities Fund's election, election to the performance by Pilgrim Mutual Funds, on behalf of the Target Fund Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1 All representations and warranties of Pilgrim Mutual Funds, on behalf of the Target Entity and the Target Fund Acquired 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; (b) The Target Entity, on behalf of the Target Fund, 7.2 Pilgrim Mutual Funds shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fundassets and liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target FundPilgrim Mutual Funds; (c) The Target Entity 7.3 Pilgrim Mutual Funds shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Pilgrim SmallCap Opportunities Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to Pilgrim Mutual Funds, on behalf of the Target Fund Acquired 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 Acquiring Pilgrim SmallCap Opportunities Fund shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)7.4 Pilgrim Mutual Funds, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Mutual Funds, on behalf of the Target Entity and the Target Acquired Fund, on or before the Closing Date; (f) 7.5 The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares Acquiring Fund Shares of each class of the Acquiring Fund set forth on Exhibit A hereto Class to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6 The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and4:00

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityCorporation, on behalf of the Acquiring Fund, to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's its election, to the performance by the Target Acquired Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions: (a) 7.1 All representations and warranties of the Target Entity and Corporation, on behalf of the Target Fund Acquired 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 (bi) The Target Entity, on behalf of no pending or threatened litigation brought by any person (other than the Target Acquiring Fund, its adviser or any of their affiliates) against the Acquired Fund or its investment adviser, directors or officers arising out of this Agreement and (ii) no facts known to the Acquired Fund which the Acquired Fund reasonably believes might result in such litigation. 7.2 The Acquired Fund shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fund, ’s assets and liabilities as of the Closing DateClosing, certified by the Treasurer or an Assistant Treasurer of the Target Entity, (ii) the Target Corporation. 7.3 The Acquired Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and the Corporation’s President, Treasurer, an Assistant Treasurer or a Vice President, in a form and substance reasonably satisfactory to the Acquiring Fund Fund, and dated as of the Closing Date, to the effect that the representations and warranties of or the Corporation with respect to the Target Acquired Fund made in this Agreement are true and correct at 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 Acquiring Fund shall reasonably request;. (d) 7.4 The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)Acquired Fund, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, Acquired Fund on or before the Closing Date; (f) The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, Trust on behalf of the Acquiring Fund, Fund to complete the transactions provided for herein shall be subject, at the Acquiring FundTrust's election, to the performance by the Target Company on behalf of the Acquired Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1 All representations and warranties of the Target Entity and Company on behalf of the Target Acquired 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; (b) 7.2 The Target Entity, on behalf of the Target Fund, Company shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fundassets and liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target FundCompany; (c) 7.3 The Target Entity Company shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund Trust and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Company on behalf of the Acquired 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 Acquiring Fund Trust shall reasonably request; (d) 7.4 The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer Company on behalf of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target Acquired Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Target Entity and Company on behalf of the Target Fund, Acquired Fund on or before the Closing Date; (f) 7.5 The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6 The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing DateClosing; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete the transactions provided for herein shall be subject, at the Acquiring Fund's its election, to the performance by the Target each Acquired Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: (a) All representations and warranties of the Target Entity and the Target 7.1. Each Acquired 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; (b) The Target Entity, on behalf of the Target Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or a Vice President and its Treasurer or an Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target each Acquired 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 that each Acquired Fund has complied with all the covenants and agreements and satisfied all of the conditions on its part to such other matters as be performed or satisfied under this Agreement at or prior to the Closing Date; 7.2. The Acquiring Fund shall reasonably requesthave received a favorable opinion of counsel to each Acquired Fund dated the Closing Date and in a form satisfactory to the Acquiring Fund, to the following effect: (a) The Acquired Company is duly organized and validly existing under the laws of its state of organization and has power to own all of its properties and assets and to carry on its business as currently conducted, and each Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the organizational documents of the Acquired Company; (b) This Agreement has been duly authorized, executed and delivered on behalf of each Acquired Fund and, assuming the Registration Statement and Prospectus/Proxy Statement referred to in paragraph 5.3 comply with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Fund, is the valid and binding obligation of each Acquired Fund enforceable against each Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles; (c) Each Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, each Acquired Fund will have duly transferred such assets to the Acquiring Fund; (d) The Target Custodian execution and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) delivery of this Agreement, respectivelyAgreement did not, and the Target Transfer Agent performance by each Acquired Fund of its obligations hereunder will not, violate each Acquired Fund’s organizational documents or any provision of any agreement known to such counsel to which each Acquired 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 Target Fund's President imposition of any penalty under any agreement, judgment or Vice President shall have delivered the certificate contemplated decree to which each Acquired Fund is a party or by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicablewhich it is bound; (e) The Target Entity and To the Target knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by each Acquired Fund shall have performed all of the covenants and complied with all of the provisions required transactions contemplated by this Agreement to be performed or complied with by the Target Entity and the Target FundAgreement, on or before the Closing Dateexcept such as have been obtained; (f) The Target Such counsel does not know of any legal or governmental proceedings relating to each Acquired Fund and existing on or before the Acquiring Fund shall have agreed on the number date of full and fractional shares of each class mailing of the Acquiring Fund set forth on Exhibit A hereto Prospectus/Proxy Statement referred to in paragraph 5.3 or the Closing Date required to be issued described in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 heretoProspectus/Proxy Statement that are not described as required; (g) Unless The Acquired Company is registered with the Target Fund Securities and Exchange Commission as an investment company under the 1940 Act; and (h) To the knowledge of such counsel, except as has been advised by disclosed in writing to the Acquiring Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or threatened as to each Acquired Fund or any of its properties or assets or any person whom the Acquiring Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and each Acquired Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the Acquiring Fund will deliver an opinion of counsel that transaction contemplated thereby. 7.3. Prior to the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the CodeClosing Date, the Target each Acquired Fund shall have declared and paid a distribution dividend or distributions prior to the Closing thatdividends which, together with all previous distributionsdividends, shall have the effect of distributing to its shareholders (i) all of its the excess of ( each Acquired Fund’s interest income excludable from gross income under Section 103 of the Code over ( each Acquired Fund’s deductions disallowed under Sections 265 or of the Code and (ii) all of each Acquired Fund’s investment company taxable income as defined in Section 852 of the Code (determined in each case computed without regard to any deductions deduction for dividends paid) net capital gains realized (after reduction for any capital loss carryover). 7.4. Each Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer (or Assistant Treasurer) of each Acquired Fund, as to the adjusted tax basis in the hands of each Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement. 7.5. The custodian of each Acquired Fund shall have delivered to the Acquiring Fund a certificate identifying all of its net realized capital gains, if any, for the period from assets of each Acquired Fund held by such custodian as of the close of its last fiscal year to the Closing Time on the Closing Valuation Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete the transactions provided for herein shall be subject, at the Acquiring Fund's its election, to the performance by the Target Acquired Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: (a) All representations and warranties of the Target Entity and the Target 6.1. The Acquired 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; (b) The Target Entity, on behalf of the Target Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in on its name behalf by its the Trust's President or any Vice President and its Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Acquired 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 Acquired 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. 6.2. The Acquired Fund shall have furnished to the Acquiring Fund a statement of the Acquired Fund's assets and liabilities, with values determined as provided in Section 2 of this Agreement, together with a list of Investments with their respective tax costs, all as of the Valuation Date, certified on the Acquired Fund's behalf by the Trust's President (or any Vice President) and Treasurer, and a certificate of both such officers, dated the Closing Date, to the effect that as of the Valuation Date and as of the Closing Date there has been no material adverse change in the financial position of the Acquired Fund since December 31, 2008. 6.3. The assets of the Acquired Fund to be acquired by the Acquiring Fund will include no assets which the Acquiring Fund, by reason of limitations contained in the Declaration of Trust or of investment restrictions disclosed in the Acquiring Fund Prospectus in effect on the Closing Date, may not properly acquire, and as of the Closing Date, the Acquired Fund will have sold such of its assets, if any, as are necessary to ensure that, after giving effect to the acquisition of the assets of the Acquired Fund pursuant to this agreement, the Acquiring Fund will remain a "diversified company" within the meaning of Section 5(b)(1) of the 1940 Act. 6.4. All proceedings taken by the Acquired Fund in connection with the transactions contemplated by this Agreement and all material documents related thereto shall be reasonably satisfactory in form and substance to the Acquiring Fund. 6.5. The Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed on its behalf by the President or any Vice President and the Treasurer or any Assistant Treasurer of the Trust, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement, together with any such other evidence as to such other matters adjusted tax basis as the Acquiring Fund shall may reasonably request;. (d) 6.6. The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)Trust, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Acquired Fund, on or before the Closing Date; (f) The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing thatDate, has declared a dividend or dividends which, together with all previous distributionssuch dividends, shall have the effect of distributing to its the Acquired Fund shareholders (i) all of its the Acquired Fund's investment company taxable income as defined in Section 852 of the Code, and (determined ii) all of the excess, if any, of (x) the Acquired Fund's investment income excludable from gross income under Section 103 of the Code over (y) the Acquired Fund's deductions disallowed under Sections 265 and 171 of the Code (in each case computed without regard to any deductions deduction for dividends paid), as well as (iii) and all of its the Acquired Fund's net capital gain realized (after reduction by any capital gainsloss carryover), if any, in each case for both the period from the close of its last fiscal current taxable year to the Closing Time (that will end on the Closing Date; and (ii) any such undistributed and, if necessary to meet the distribution requirements for treatment as a regulated investment company under Subchapter M of the Code, and/or to eliminate any U.S. federal income tax liability of Acquired Fund, for the immediately preceding taxable income and net realized capital gains from any prior period to year, the extent not otherwise already distributed; andimmediately preceding taxable year.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete the transactions provided for herein shall be subject, at the Acquiring Fund's election, election to the performance by the Target Acquired Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1 All representations and warranties of the Target Entity Acquired Company and the Target Acquired 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; (b) 7.2 The Target EntityAcquired Company, on behalf of the Target Acquired Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fundassets and liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Acquired Fund; (c) 7.3 The Target Entity Acquired Company, on behalf of the Acquired Fund, shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Acquired 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 Acquiring Fund shall reasonably request; (d) 7.4 The Target Custodian Acquired Company and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target Acquired Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Target Entity and Acquired Company or the Target Fund, Acquired Fund on or before the Closing Date; (f) 7.5 The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares Acquiring Fund Shares of each class of the Acquiring Fund set forth on Exhibit A hereto Class to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 heretoparagraph 1.1; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6 The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing DateClosing; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's its election, to the performance by the Target Acquired Fund of all of the obligations to be performed by it hereunder the Acquired Fund pursuant to this Agreement, on or before the Closing Date and, in addition theretoaddition, shall be subject to the following conditions: (a) 7.1 All representations representations, covenants, and warranties of the Target Entity and the Target Acquired 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, with the same force and effect as if made on and as of the such Closing Date; (b) . The Target Entity, on behalf of the Target Fund, Acquired Fund shall have delivered to the Acquiring Entity Fund on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the such Closing Date a certificate executed in its the Acquired Fund's name by its the Trust's President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the such Closing Date, to the such effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request;. (d) 7.2 The Target Custodian and the Target Transfer Agent Acquired Fund shall have delivered to the certificates contemplated Acquiring Fund a statement of the Acquired Fund's assets and liabilities, together with a list of the Acquired Fund's portfolio securities showing the tax costs of such securities by Sections 3.2(b), 3.2(d) of this Agreement, respectively, lot and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) holding periods of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice Presidentsuch securities, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date;, certified by the Treasurer of the Trust. (f) 7.3 The Target Fund and the Acquiring Fund shall have agreed on receive an opinion of counsel to the number of full Acquired Fund, in form and fractional shares of each class of substance reasonably acceptable to the Acquiring Fund set forth on Exhibit A hereto to Fund, covering such matters as may be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised reasonably requested by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andcounsel.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete the transactions provided for herein shall be subject, at the Acquiring Fund's its election, to the performance by the Target Acquired Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: (a) All representations and warranties of the Target Entity and the Target 8.1. The Acquired 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; (b) The Target Entity, on behalf of the Target Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or a Vice President and its Treasurer or an Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Acquired 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 Acquired Fund has complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Date. 8.2. The Acquiring Fund shall have received a favorable opinion of counsel to the Acquired Fund dated the Closing Date and in a form satisfactory to the Acquiring Fund, to the following effect: (a) The Acquired Company is duly organized and validly existing under the laws of its state of organization and has power to own all of its properties and assets and to carry on its business as presently conducted, the securities are duly authorized, and the Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the organizational documents of the Acquired Company; (b) This Agreement has been duly authorized, executed and delivered on behalf of the Acquired Fund and, assuming the Registration Statement and Prospectus/Proxy Statement referred to in paragraph 6.3, comply with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Fund, is the valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles; (c) The Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Acquired Fund will have duly transferred such other matters as assets to the Acquiring Fund shall reasonably request;or, at the Acquiring Fund’s direction, its Designee; and (d) The Target Custodian execution and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) delivery of this Agreement, respectivelyAgreement did not, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 performance by the Target Entity and Acquired Fund of its obligations hereunder will not, violate the Target Acquired Fund, on ’s organizational documents. 8.3. On or before prior to the Closing Date; (f) The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Acquired Fund shall have declared and paid a distribution dividend or distributions prior to the Closing dividends that, together with all previous distributionsdividends, shall have the effect of distributing to its shareholders distributing, in distributions qualifying for the dividends paid deduction, (i) all of its the excess of (a) the Acquired Fund’s interest income excludable from gross income under Section 103(a) of the Code over (b) the Acquired Fund’s deductions disallowed under Sections 265 or 171(a)(2) of the Code, (ii) all of the Acquired Fund’s investment company taxable income as defined in Section 852 of the Code and (determined iii) all of the Acquired Fund’s net capital gain realized (after reduction for any capital loss carryover); the amounts in (i), (ii) and (iii) shall in each case be computed without regard to any deductions for the dividends paidpaid deduction and shall include amounts in respect of both (x) and all of its net realized capital gains, if any, for the period from the close of its last fiscal Acquired Fund’s taxable year to the Closing Time that will end on the Closing Date; , and (iiy) any such undistributed investment company prior taxable income and net realized capital gains from any prior period year of the Acquired Fund, to the extent such dividend or dividends are eligible to be treated as paid during such prior year under Section 855(a) of the Code. 8.4. The Acquired Fund shall have furnished to the Acquiring Fund a certificate signed by an officer of the Acquired Fund as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement, and shall have delivered a copy of the tax books and records of the Acquired Fund, including but not otherwise already distributed; andlimited to information necessary for purposes of preparing any tax returns, reports and information returns required by law to be filed by the Acquiring Fund after the Closing Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityMunder Framlington, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring FundMunder Framlington's election, to the performance by the Target Fund Company, on behalf of the Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1. All representations and warranties of the Target Entity and Company, on behalf of the Target Fund Acquired 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; (b) 7.2. The Target Entity, on behalf of the Target Fund, Company shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target FundAssets and Liabilities, as of the Closing Date, certified by the Treasurer of the Target EntityCompany; 7.3. The Company, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance on behalf of the Target Acquired Fund; (c) The Target Entity , shall have delivered to the Acquiring Entity on the Closing Date Fund a certificate executed in its the name of the Acquired Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Acquiring Fund Munder Framlington and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Fund Company, on behalf of the Acquired 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 Acquiring Fund Munder Framlington shall reasonably request; (d) 7.4. The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)Company, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and Company, on behalf of the Target Acquired Fund, on or before the Closing Date; (f) 7.5. The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Class A, Class B, Class C, Class K and Class Y Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6. The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityTrust, on behalf of the Acquiring Fund, to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's electionelection of the Trust, to the performance by the Trust, on behalf of the Target Fund Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions: (a) 7.1. All representations and warranties of the Target Entity and Trust, on behalf of the Target 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;. (b) 7.2. The Target EntityTrust, on behalf of the Target Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and Trust, on behalf of the Target Fund, on or before the Closing Date;. 7.3. The Trust, on behalf of the Target Fund, shall have delivered to the Acquiring Fund a statement of the Assets and Liabilities, as of the Closing Date, including a schedule of investments, certified by the Treasurer of the Trust, on behalf of the Target Fund. the Trust shall have executed and delivered all such assignments and other instruments of transfer (fthe “Transfer Instruments”) as the Trust, on behalf of the Acquiring Fund, may reasonably deem necessary or desirable in order to vest in and confirm (a) the Trust’s, on behalf of the Target Fund, title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) the Trust’s, on behalf of the Acquiring Fund, title to and possession of all the Assets and otherwise to carry out the intent and purpose of this Agreement. 7.4. The Trust, on behalf of the Target Fund, shall have delivered to the Acquiring Fund a certificate executed in the name of the Target Fund by the President or Vice President and the Treasurer or Assistant Treasurer of the Trust, in a form reasonably satisfactory and dated as of the Closing Date, as to the matters set forth in paragraphs 7.1 and 7.2 and as to such other matters as the Trust, on behalf of the Acquiring Fund, shall reasonably request. 7.5. The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1. (g) Unless 1. For the Target Fund has been advised by avoidance of doubt, the Acquiring Fund that the shall not issue fractional shares, and cash shall be distributed to Target Fund Shareholders in connection with this Reorganization in lieu of fractional Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andShares.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityPilgrim Trust, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring FundPilgrim Trust's election, to the performance by the Target Fund ING Trust, on behalf of the Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1 All representations and warranties of the Target Entity and ING Trust, on behalf of the Target Fund Acquired 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; (b) 7.2 The Target Entity, on behalf of the Target Fund, ING Trust shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fundassets and liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target FundING Trust; (c) 7.3 The Target Entity ING Trust shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund Pilgrim Trust and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Fund ING Trust on behalf of the Acquired 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 Acquiring Fund Pilgrim Trust shall reasonably request; (d) 7.4 The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)ING Trust, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and ING Trust, on behalf of the Target Acquired Fund, on or before the Closing Date; (f) 7.5 The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares Acquiring Fund Shares of each class of the Acquiring Fund set forth on Exhibit A hereto Class to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6 The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing DateClosing; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityPIMCO ETF Trust, on behalf of the Acquiring Fund, to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's electionelection of PIMCO Funds, to the performance by PIMCO Funds, on behalf of the Target Fund Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions: (a) 7.1. All representations and warranties of PIMCO Funds, on behalf of the Target Entity and the Target Fund Acquired 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;. (b) The Target Entity7.2. PIMCO Funds, on behalf of the Target Acquired Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 PIMCO Funds, on behalf of the Target Entity and the Target Acquired Fund, on or before the Closing Date;. 7.3. PIMCO Funds, on behalf of the Acquired Fund, shall have delivered to the Acquiring Fund a statement of the Assets and Liabilities, as of the Closing Date, including a schedule of investments, certified by the Treasurer of PIMCO Funds, on behalf of the Acquired Fund. PIMCO Funds shall have executed and delivered all such assignments and other instruments of transfer (fthe “Transfer Instruments”) as PIMCO ETF Trust, on behalf of the Acquiring Fund, may reasonably deem necessary or desirable in order to vest in and confirm (a) PIMCO Funds’, on behalf of the Acquired Fund, title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) PIMCO ETF Trust’s, on behalf of the Acquiring Fund, title to and possession of all the Transferred Assets and otherwise to carry out the intent and purpose of this Agreement. 7.4. PIMCO Funds, on behalf of the Acquired Fund, shall have delivered to the Acquiring Fund a certificate executed in the name of the Acquired Fund by the President or Vice President and the Treasurer or Assistant Treasurer of PIMCO Funds, in a form reasonably satisfactory and dated as of the Closing Date, as to the matters set forth in paragraphs 7.1 and 7.2 and as to such other matters as PIMCO ETF Trust, on behalf of the Acquiring Fund, shall reasonably request. 7.5. The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1. (g) Unless 1. For the Target Fund has been advised by avoidance of doubt, the Acquiring Fund that the shall not issue fractional shares, and cash shall be distributed to Acquired Fund Shareholders in connection with this Reorganization in lieu of fractional Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andShares.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityEclipse Funds Inc., on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring Fund's Eclipse Funds Inc.’s election, to the performance by The MainStay Funds, on behalf of the Target Fund Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1 All representations and warranties of The MainStay Funds, on behalf of the Target Entity and the Target Fund Acquired 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; (b) 7.2 The Target Entity, on behalf of the Target Fund, MainStay Funds shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fund’s Assets and Liabilities, as of the Closing Date, certified by the Treasurer of the Target EntityThe MainStay Funds; 7.3 The MainStay Funds, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance on behalf of the Target Acquired Fund; (c) The Target Entity , shall have delivered to the Acquiring Entity on the Closing Date Fund a certificate executed in its the name of the Acquired Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to The MainStay Funds, on behalf of the Target Fund Acquired 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 AgreementPlan, and as to such other matters as the Acquiring Fund Eclipse Funds Inc. shall reasonably request; (d) 7.4 The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)MainStay Funds, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 MainStay Funds, on behalf of the Target Entity and the Target Acquired Fund, on or before the Closing Date; (f) 7.5 The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Class I Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6 The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete the transactions provided for herein shall be subject, at the Acquiring Fund's its election, to the performance by the Target Transferring Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1 All representations and warranties of the Target Entity and the Target Transferring 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; (b) The Target Entity, on behalf of and the Target Fund, Transferring Fund shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its the Trust’s President or Vice President and TreasurerPresident, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the such effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request;. 7.2 The Transferring Fund shall have delivered to the Acquiring Fund a statement of the Transferring Fund’s assets and liabilities, together with a list of the Transferring Fund’s portfolio securities showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer or Assistant Treasurer of the Trust. 7.3 With respect to the Acquiring Fund, the Trust shall have received on the Closing Date an opinion of Txxxxxxx Hxxx LLP, special counsel to the Trust and the Transferring Fund, in a form reasonably satisfactory to the Acquiring Fund, covering the following points: (a) The Transferring Fund is a separate investment series of the Trust, a business trust duly organized, validly existing and in good standing 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. (b) The Transferring Fund is a separate investment series of a Massachusetts business trust registered as an investment company under the 1940 Act, and, to such counsel’s knowledge, such registration with the Commission as an investment company under the 1940 Act is in full force and effect. (c) This Agreement has been duly authorized, executed and delivered by the Trust on behalf of the Transferring Fund and, assuming due authorization, execution, and delivery of this Agreement by the Acquiring Fund, is a valid and binding obligation of the Transferring Fund enforceable against the Transferring Fund in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other laws relating to or affecting creditors’ rights generally and to general equity principles. (d) The Target Custodian and Assuming that a consideration therefore of not less than the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectivelynet asset value thereof has been paid, and assuming that such shares were issued in accordance with the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer terms of the Target CustodianTransferring Fund’s registration statement, or any amendment thereto, in effect at the Target Transfer Agenttime of such issuance, all issued and outstanding shares of the Target Fund's President or the Target Fund's Vice President, as applicable;Transferring Fund are legally issued and fully paid and non-assessable. (e) The Target Entity execution and delivery of this Agreement did not, and the Target Fund shall have performed all consummation of the covenants and complied with all transactions contemplated hereby will not, result in a violation of the provisions Trust’s Declaration of Trust or By-laws, or a material provision of any material agreement, indenture, instrument, contract, lease or other undertaking (in each case known to such counsel) to which the Transferring Fund is a party or by which it or any of its properties may be 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 Transferring Fund is a party or by which it is bound. (f) Only insofar as they relate to the Transferring Fund, the descriptions in the Proxy Statement/Prospectus of statutes, legal and governmental proceedings and material contracts, if any, are accurate and fairly represent the information required by this Agreement to be performed shown. (g) In the ordinary course of such counsel’s representation of the Transferring Fund and without having made any investigation, such counsel does not know of any legal or complied with by governmental proceedings, only insofar as they relate to the Target Entity and the Target Fund, Transferring Fund existing on or before the effective date of the Registration Statement or the Closing Date;, required to be described in the Registration Statement or to be filed as exhibits to the Registration Statement which are not described or filed as required. (fh) The Target In the ordinary course of such counsel’s representation of the Transferring Fund and the Acquiring Fund shall have agreed on the number of full without having made any investigation, and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies except as a "reorganization" under Section 368(a)(1)(F) of the Codeotherwise disclosed, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing thatknowledge of such counsel, together with all previous distributionsno litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Transferring Fund or any of its respective properties or assets and the Transferring Fund is not a party to nor subject to the provisions of any order, shall have decree or judgment of any court or governmental body, which materially and adversely affects its business other than as previously disclosed in the effect of distributing to its shareholders Proxy Statement/Prospectus. (i) all To the knowledge of its investment company taxable income (determined without regard 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 Transferring 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. Such opinion shall contain such other assumptions and limitations as shall be in the opinion of Txxxxxxx Hxxx LLP appropriate to any deductions for dividends paid) and all of its net realized capital gains, if any, for render the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andopinions expressed therein.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, Company on behalf of the Acquiring Fund, Fund to complete the transactions provided for herein shall be subject, at the Acquiring FundCompany's election, to the performance by the Target Acquired Company on behalf of the Acquired Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1. All representations and warranties of the Target Entity and Acquired Company on behalf of the Target Acquired 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; (b) 7.2. The Target Entity, Acquired Company on behalf of the Target Fund, Acquired Fund shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fundassets and liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target FundAcquired Company; (c) 7.3. The Target Entity Acquired Company shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund Company and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Acquired Company on behalf of the Acquired 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 Acquiring Fund Company shall reasonably request; (d) 7.4. The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer Acquired Company on behalf of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target Acquired Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Target Entity and Acquired Company on behalf of the Target Fund, Acquired Fund on or before the Closing Date; (f) 7.5. The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares Acquiring Fund Shares of each class of the Acquiring Fund set forth on Exhibit A hereto Class to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6. The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing DateClosing; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each the Reorganization, the obligations of the Acquiring Entity, on behalf of the Acquiring Fund, to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's election, to the performance by the Target Entity and the Target Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) All representations and warranties of the Target Entity and the Target 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; (b) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance reasonably satisfactory to the Acquiring Entity and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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; (c) The Target Entity, on behalf of the Target Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target FundFund showing the adjusted tax basis of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation FIN 48 Workpapers, and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(fSections 3.2(b) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date; (f) The Acquiring Entity shall have received a favorable opinion of Xxxxxxxx Ronon Xxxxxxx & Xxxxx LLP, counsel to the Target Entity, dated the Closing Date and in a form satisfactory to the Acquiring Entity, to the following effect: (i) The Target Entity is duly organized, validly existing and in good standing under the laws of the State of Delaware and has power to own all of its properties and assets and to carry on its business as presently conducted and the Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated is a separate series thereof duly constituted in accordance with Section 1.2 heretothe applicable provisions of the 1940 Act and the organizational documents of the Target Entity; (ii) This Agreement has been duly authorized, executed and delivered on behalf of the Target Entity and, assuming the N-14 Registration Statement complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by all other parties, is the valid and binding obligation of the Target Entity enforceable against the Target Entity in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (iii) The Target Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Target Fund will have duly transferred such assets to the Acquiring Fund; (iv) The execution and delivery of this Agreement did not, and the performance by the Target Entity of its obligations hereunder will not, violate the Target Entity's organizational documents; (v) The Target Entity is registered with the Commission as an open-end management investment company under the 1940 Act, and, to such counsel's knowledge, its registration with the Commission is in full force and effect; (vi) Except as disclosed in writing to the Acquiring Entity, such counsel knows of no material legal proceedings pending against the Target Entity; and (vii) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Target Entity of the transactions contemplated by this Agreement except such as have been obtained; and (g) Unless In connection with the opinion contemplated by Section 7.1(f) of this Agreement, it is understood that counsel may reasonably rely upon the representations made in this Agreement as well as certificates of officers of the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andEntity.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityTrust, on behalf of the Acquiring Fund, to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's electionelection of the Trust, to the performance by the Target Fund Corporation of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions: (a) 7.1 All representations and warranties of the Target Entity and the Target Fund Corporation 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;. (b) 7.2 The Target Entity, on behalf of the Target Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target Fund Corporation 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 Target Entity and the Target Fund, Corporation on or before the Closing Date;. 7.3 The Acquired Fund shall have delivered to the Acquiring Fund a statement of the Assets and Liabilities, as of the Closing Date, including a schedule of investments, certified by the Treasurer of the Acquired Fund. The Corporation shall have executed and delivered all such assignments and other instruments of transfer (fthe “Transfer Instruments”) as the Acquiring Fund may reasonably deem necessary or desirable in order to vest in and confirm (a) the Acquired Fund’s title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) the Acquiring Fund’s title to and possession of all the Assets and otherwise to carry out the intent and purpose of this Agreement. 7.4 The Target Corporation shall have delivered to the Acquiring Fund a certificate executed in the name of the Acquired Fund by the President or Vice President and the Treasurer or Assistant Treasurer of the Corporation, in a form reasonably satisfactory and dated as of the Closing Date, as to the matters set forth in paragraphs 7.1 and 7.2 and as to such other matters as the Acquiring Fund shall reasonably request. 7.5 The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andparagraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityTrust, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring FundTrust's election, to the performance by the Target Fund Company, on behalf of the Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1. All representations and warranties of the Target Entity and Company, on behalf of the Target Fund Acquired 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; (b) 7.2. The Target Entity, on behalf of the Target Fund, Company shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target FundAssets and liabilities, as of the Closing Date, certified by the Treasurer of the Target EntityCompany; 7.3. The Company, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance on behalf of the Target Acquired Fund; (c) The Target Entity , shall have delivered to the Acquiring Entity on the Closing Date Fund a certificate executed in its the name of the Acquired Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Acquiring Fund Trust and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Fund Company, on behalf of the Acquired 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 Acquiring Fund Trust shall reasonably request; (d) 7.4. The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)Company, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and Company, on behalf of the Target Acquired Fund, on or before the Closing Date; (f) 7.5. The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Class A, Class B, Class C and Class Y Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6. The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, Company on behalf of the Acquiring Fund, Fund to complete the transactions provided for herein shall be subject, at the Acquiring FundCompany's election, to the performance by the Target Company on behalf of the Acquired Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 1. All representations and warranties of the Target Entity and Company on behalf of the Target Acquired 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; (b) 2. The Target Entity, Company on behalf of the Target Fund, Acquired Fund shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fundassets and liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance Acquired Company; 3. The Company on behalf of the Target Fund; (c) The Target Entity Acquired Fund shall have delivered to the Company on behalf of the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Company on behalf of the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Company on behalf of the Acquired 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 Acquiring Fund shall reasonably request; (d) 4. The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer Company on behalf of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target Acquired Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Target Entity and Company on behalf of the Target Fund, Acquired Fund on or before the Closing Date; (f) 5. The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto Class I Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 6. The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing DateClosing; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityETF Trust, on behalf of the Acquiring Fund, to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's electionelection of [Target Trust], to the performance by [Target Trust], on behalf of the Target Fund Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions: (a) 7.1. All representations and warranties of [Target Trust], on behalf of the Target Entity and the Target 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;. (b) The 7.2. [Target EntityTrust], on behalf of the Target Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 [Target Entity and Trust], on behalf of the Target Fund, on or before the Closing Date;. 7.3. [Target Trust], on behalf of the Target Fund, shall have delivered to the Acquiring Fund a statement of the Assets and Liabilities, as of the Closing Date, including a schedule of investments, certified by the Treasurer of [Target Trust], on behalf of the Target Fund. [Target Trust] shall have executed and delivered all such assignments and other instruments of transfer (fthe “Transfer Instruments”) as ETF Trust, on behalf of the Acquiring Fund, may reasonably deem necessary or desirable in order to vest in and confirm (a) [Target Trust]’s, on behalf of the Target Fund, title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) ETF Trust’s, on behalf of the Acquiring Fund, title to and possession of all the Assets and otherwise to carry out the intent and purpose of this Agreement. 7.4. [Target Trust], on behalf of the Target Fund, shall have delivered to the Acquiring Fund a certificate executed in the name of the Target Fund by the President or Vice President and the Treasurer or Assistant Treasurer of [Target Trust], in a form reasonably satisfactory and dated as of the Closing Date, as to the matters set forth in paragraphs 7.1 and 7.2 and as to such other matters as [Target Trust], on behalf of the Acquiring Fund, shall reasonably request. 7.5. The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1. (g) Unless 1. For the Target Fund has been advised by avoidance of doubt, the Acquiring Fund that the shall not issue fractional shares, and cash shall be distributed to Target Fund Shareholders in connection with this Reorganization in lieu of fractional Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andShares.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityThe MainStay Funds, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring Fund's The MainStay Funds’ election, to the performance by MainStay Funds Trust, on behalf of the Target Fund Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1 All representations and warranties of MainStay Funds Trust, on behalf of the Target Entity and the Target Fund Acquired 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; (b) The Target Entity, on behalf of the Target Fund, 7.2 MainStay Funds Trust shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fund’s Assets and Liabilities, as of the Closing Date, certified by the Treasurer of the Target EntityMainStay Funds Trust; 7.3 MainStay Funds Trust, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance on behalf of the Target Acquired Fund; (c) The Target Entity , shall have delivered to the Acquiring Entity on the Closing Date Fund a certificate executed in its the name of the Acquired Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to MainStay Funds Trust, on behalf of the Target Fund Acquired 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 AgreementPlan, and as to such other matters as the Acquiring Fund The MainStay Funds shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)7.4 MainStay Funds Trust, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 MainStay Funds Trust, on behalf of the Target Entity and the Target Acquired Fund, on or before the Closing Date; (f) 7.5 The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6 The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. 7.1 With respect to each Reorganization, the obligations of the Acquiring Entity, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring Fund's election, to the performance by the Target Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) All representations and warranties of the Target Entity and the Target 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; (b) The Target Entity, on behalf of the Target Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date; (f) The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's its election, to the performance by the Target Fund Corporation, on behalf of the Acquired Fund, of all of the obligations to be performed by it hereunder the Corporation, on behalf of the Acquired Fund, pursuant to this Agreement on or before the Closing Date and, in addition theretoaddition, shall be subject to the following conditions: (a) 7.1 All representations representations, covenants and warranties of the Target Entity and Corporation, on behalf of the Target Fund Acquired 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, with the same force and effect as if made on and as of the Closing Date; (b) . The Target Entity, on behalf of the Target Fund, Corporation shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its the Corporation's President or a Vice President and Treasurerthe Treasurer or Secretary, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the such effect that the representations and warranties of or with respect to the Target 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 with respect to the Acquired Fund as the Acquiring Fund shall reasonably request; (d) . The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date; (f) The Target Fund and the Acquiring Fund shall have agreed on received certified copies of the number resolutions adopted by the Board of full Directors, with respect to the Acquired Fund, approving this Agreement and fractional shares of each class of the transactions contemplated herein. 7.2 The Acquired Fund shall have delivered to the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with (1) a statement as of the Reorganization after such number has been calculated Closing Date of the Acquired Fund's Assets and Assumed Liabilities, in accordance with Section 1.2 hereto; paragraph 5.2, and (g2) Unless a list of the Target Fund has been advised Acquired Fund's portfolio showing the tax costs of each of its assets by lot and the holding periods of such assets, as of the Closing Date, certified by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) Treasurer of the CodeCorporation. 7.3 Except to the extent prohibited by Rule 19b-1 under the 1940 Act, prior to the valuation of the Assets on the Closing Date, the Target Acquired Fund shall have declared a dividend or dividends, with a record and paid a distribution or distributions ex-dividend date prior to the Closing thatvaluation of the Assets, which, together with all previous distributionsdividends, shall have the effect of distributing to its shareholders (i) the Acquired Fund Shareholders all of its investment company taxable income for all taxable periods ending on or before the Closing Date (determined computed without regard to any deductions deduction for dividends paid) ), if any, and all of its net capital gains realized capital gains, if any, for the period from the close of its last fiscal year to in all taxable periods ending on or before the Closing Time Date (after reduction for any capital loss carry forward). 7.4 The Trust shall have received on the Closing Date an opinion of Xxxxxxx LLP, as special Maryland counsel, dated as of the Closing Date; , in a form reasonably satisfactory to the Trust and the Acquiring Fund, covering the following points with such assumptions, exceptions and limitations as are customary in opinions of this sort: (iia) The Corporation is a corporation validly existing under the applicable laws of the State of Maryland. (b) The Corporation, on behalf of the Acquired Fund, has the power and authority to execute, deliver and perform all of the obligations under the Agreement of the Corporation, on behalf of the Acquired Fund, under the applicable laws of the State of Maryland. The execution and delivery of the Agreement and the consummation by the Corporation, on behalf of the Acquired Fund, of the transactions contemplated thereby have been duly authorized by all requisite action on the part of the Corporation, on behalf of the Acquired Fund, under the applicable laws of the State of Maryland. (c) The Agreement has been duly executed and delivered by the Corporation, on behalf of the Acquired Fund, under the applicable laws of the State of Maryland and constitutes the valid and binding obligation of the Corporation, on behalf of the Acquired Fund, enforceable against the Acquired Fund in accordance with its terms under the applicable laws of the State of Maryland. (d) The execution and delivery by the Corporation, on behalf of the Acquired Fund, of the Agreement and the performance of the obligations under the Agreement do not conflict with the articles of incorporation or the by-laws of the Corporation. (e) Neither the execution, delivery nor performance by the Corporation, on behalf of the Acquired Fund, of the Agreement nor its compliance by the Corporation, on behalf of the Acquired Fund, with the terms and provisions thereof will contravene any provision of any applicable law of the State of Maryland. 7.5 The Trust shall have received on the Closing Date an opinion of Xxxxxxx Xxxx & Xxxxxxxxx LLP, dated as of the Closing Date, in a form reasonably satisfactory to the Trust and the Acquiring Fund, covering the following points with such undistributed assumptions, exceptions and limitations as are customary in opinions of this sort: (a) The Corporation is registered as an open-end management investment company taxable income under the 0000 Xxx. (b) Neither the execution, delivery nor performance by the Corporation of the Agreement nor the compliance by the Acquired Fund with the terms and net realized capital gains from provisions thereof will contravene any prior period provision of applicable federal law of the United States of America. (c) No governmental approval, which has not been obtained and is not in full force and effect, is required to authorize, or is required in connection with, the execution or delivery of the Agreement by the Corporation, on behalf of the Acquired Fund, or the enforceability of the Agreement against the Corporation and the Acquired Fund. In giving their opinion, Xxxxxxx Xxxx & Xxxxxxxxx LLP may state that they are relying on the opinion of Xxxxxxx LLP as to matters of Maryland law. 7.6 As of the Closing Date, there shall have been no material change in the investment objective, policies and restrictions nor any material increase in the investment management fees, fee levels payable pursuant to any 12b-1 plan or distribution or shareholder servicing plan or agreement, other fees payable for services provided to the extent not otherwise already distributed; andAcquired Fund, or sales loads of the Acquired Fund nor any material reduction in the fee waiver or expense reduction undertakings from those described in the N-14 Registration Statement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityTrust, on behalf of the Acquiring Fund, to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's Trust’s election, to the performance by the Target Fund Selling Trust, on behalf of the Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions: (a) 8.1 All representations and warranties of the Target Entity and Selling Trust, on behalf of the Target Fund Acquired 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; (b) 8.2 The Target Entity, Selling Trust on behalf of the Target Fund, Acquired Fund shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fund’s assets and liabilities, as of the Closing Date, certified by the Treasurer of the Target EntitySelling Trust; 8.3 The Selling Trust, (ii) on behalf of the Target Acquired Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Selling Trust, on behalf of the Acquired Fund, on or before the Closing Date; 8.4 The Acquired Fund Shareholder Documentation, (iii) the AML Documentation shall have declared and (iv) paid a distribution or distributions prior to the extent permitted by applicable law, all information pertaining to, or necessary or useful Closing Date in the calculation or demonstration of, the investment performance accordance with paragraph 1.3; and 8.5 The Selling Trust on behalf of the Target Fund; (c) The Target Entity Acquired Fund shall have delivered to the Acquiring Entity on the Closing Date Trust a certificate executed in its the Selling Trust’s name by its President or Vice President President, and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Acquiring Fund Trust, and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Fund Selling 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 and as to such other matters as the Acquiring Fund Trust shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date; (f) The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityMST, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring FundMST's election, to the performance by Veracity Trust, on behalf of the Target Fund Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1 All representations and warranties of Veracity Trust, on behalf of the Target Entity and the Target Fund Acquired 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; (b) The Target Entity, on behalf of the Target Fund, 7.2 Veracity Trust shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Fund's Assets, together with a list of portfolio securities Assets and Liabilities of the Target Acquired Fund, as of the Closing Date, certified by the Treasurer of the Target EntityVeracity Trust; 7.3 Veracity Trust, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance on behalf of the Target Acquired Fund; (c) The Target Entity , shall have delivered to the Acquiring Entity on the Closing Date Fund a certificate executed in its the name of the Acquired Fund by its President or Vice President and Treasurer, in form and substance satisfactory to the Acquiring Fund its Treasurer or Assistant Treasurer and dated as of the Closing Date, Date to the effect that the representations and warranties of or with respect to Veracity Trust, on behalf of the Target Fund Acquired Fund, made in this Agreement are true and correct at and as of the he Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquiring Fund shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)7.4 Veracity Trust, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Veracity Trust, on behalf of the Target Entity and the Target Acquired Fund, on or before the Closing Date; (f) The Target Fund and 7.5 Veracity Trust, on behalf of the Acquired Fund, shall have delivered to the Acquiring Fund shall have agreed a certificate executed by Veracity Trust's President or Vice President and its Treasurer or Assistant Treasurer and dated as of the Closing Date to the effect that Veracity Trust, on behalf of the Acquired Fund, has performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by Veracity Trust, on behalf of the Acquired Fund, on or before the Closing Date; 7.6 The number of full and fractional shares of each class of the Class Y and A Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has Reorganization, in exchange for the full and fractional corresponding Class I and Class R Acquired Fund shares, shall have been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.7 The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders shareholders (ia) substantially all (but not less than 98%) of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing 4:00 p.m. Eastern Time on the Closing Date; and (iib) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete the transactions provided for herein shall be subject, at the Acquiring Fund's its election, to the performance by the Target corresponding Acquired Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: (a) All representations and warranties of the Target Entity and the Target 7.1. The corresponding Acquired 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; (b) The Target Entity, on behalf of the Target Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or a Vice President and its Treasurer or an Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target corresponding Acquired 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 that the corresponding Acquired Fund has complied with all the covenants and agreements and satisfied all of the conditions on its part to such other matters as be performed or satisfied under this Agreement at or prior to the Closing Date. 7.2. The Acquiring Fund shall reasonably requesthave received a favorable opinion of Xxxxxx, Xxxxx & Bockios LLP, dated the Closing Date and in a form satisfactory to the Acquiring Fund, to the following effect: (a) The Acquired Company (i) is duly organized and validly existing under the laws of the State of Maryland and (ii) has power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Articles of Incorporation and Bylaws of the Acquired Company; (b) This Agreement has been duly authorized, executed and delivered on behalf of the corresponding Acquired Fund and, assuming the Registration Statement and Prospectus/Proxy Statement referred to in paragraph 5.3 comply with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Fund, is the valid and binding obligation of the corresponding Acquired Fund enforceable against the corresponding Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles; (c) The corresponding Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the corresponding Acquired Fund will have duly transferred such assets to the Acquiring Fund; (d) The Target Custodian execution and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) delivery of this Agreement, respectivelyAgreement did not, and the Target Transfer Agent performance by the corresponding Acquired Fund of its respective obligations hereunder will not, violate the corresponding Acquired Fund’s organizational documents or any provision of any agreement known to such counsel to which the corresponding Acquired 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 Target Fund's President imposition of any penalty under any agreement, judgment, or Vice President shall have delivered decree to which the certificate contemplated corresponding Acquired Fund is a party or by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicablewhich it is bound; (e) The Target Entity and To the Target knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the corresponding Acquired Fund shall have performed all of the covenants and complied with all of the provisions required transactions contemplated by this Agreement to be performed or complied with by the Target Entity and the Target FundAgreement, on or before the Closing Dateexcept such as have been obtained; (f) The Target Such counsel does not know of any legal or governmental proceedings relating to the corresponding Acquired Fund and existing on or before the Acquiring Fund shall have agreed on the number date of full and fractional shares of each class mailing of the Acquiring Fund set forth on Exhibit A hereto Prospectus/Proxy Statement referred to in paragraph 5.3 or the Closing Date required to be issued described in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 heretoProspectus/Proxy Statement that are not described as required; (g) Unless The Acquired Company is registered with the Target Fund Securities and Exchange Commission as an investment company under the 1940 Act; and (h) To the knowledge of such counsel, except as has been advised by disclosed in writing to the Acquiring Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the corresponding Acquired Fund or any of its properties or assets or any person whom the Acquiring Fund that may be obligated to indemnify in connection with such litigation, proceeding or investigation, and the Acquiring corresponding Acquired Fund will deliver an opinion of counsel that the Reorganization qualifies as is not a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution party to or distributions prior subject to the Closing thatprovisions of any order, together with all previous distributionsdecree or judgment of any court or governmental body, shall have which materially and adversely affects its business or its ability to consummate the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andtransaction contemplated thereby.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityTrust, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring Fund's Trust election, to the performance by the Target Fund Trust, on behalf of the Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1 All representations and warranties of the Target Entity and Trust, on behalf of the Target Fund Acquired 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; (b) 7.2 The Target EntityTrust, on behalf of the Target Fund, Acquired Fund shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Fund's Assets, together with a list of portfolio securities Assets and Liabilities of the Target Acquired Fund, as of the Closing Date, certified by the Treasurer of the Target EntityTrust; 7.3 The Trust, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance on behalf of the Target Acquired Fund; (c) The Target Entity , shall have delivered to the Acquiring Entity on the Closing Date Fund a certificate executed in its the name of the Acquired Fund by its President or Vice President and Treasurer, in form and substance satisfactory to the Acquiring Fund its Treasurer or Assistant Treasurer and dated as of the Closing Date, Date to the effect that the representations and warranties of or with respect to the Target Fund Trust, on behalf of the Acquired 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 Acquiring Fund shall reasonably request; (d) 7.4 The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)Trust, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and Trust, on behalf of the Target Acquired Fund, on or before the Closing Date; (f) 7.5 The Target Fund and Trust, on behalf of the Acquired Fund, shall have delivered to the Acquiring Fund shall have agreed a certificate executed by the Trust President or Vice President and its Treasurer or Assistant Treasurer and dated as of the Closing Date to the effect that the Trust, on behalf of the Acquired Fund, has 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 Acquired Fund, on or before the Closing Date; 7.6 The number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has Reorganization, in exchange for the full and fractional corresponding Acquired Fund shares, shall have been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.7 The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (ia) all no less than 98% of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing 4:00 p.m. Eastern Time on the Closing Date; and (iib) any such undistributed investment company taxable income and net realized capital gains from any prior previous period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityCompany, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring FundCompany's election, to the performance by the Target Fund Company, on behalf of the Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1. All representations and warranties of the Target Entity and Company, on behalf of the Target Fund Acquired 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; (b) 7.2. The Target Entity, on behalf of the Target Fund, Company shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target FundAssets and Liabilities, as of the Closing Date, certified by the Treasurer of the Target EntityCompany; 7.3. The Company, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance on behalf of the Target Acquired Fund; (c) The Target Entity , shall have delivered to the Acquiring Entity on the Closing Date Fund a certificate executed in its the name of the Acquired Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Fund Company, on behalf of the Acquired 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 Acquiring Fund shall reasonably request; (d) 7.4. The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)Company, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and Company, on behalf of the Target Acquired Fund, on or before the Closing Date; (f) 7.5. The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Class A, Class B, Class C, Class K and Class Y Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6. The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityETF Trust, on behalf of the Acquiring Fund, to complete consummate the transactions provided for herein shall be subject, at the Acquiring Fund's electionelection of Target Trust, to the performance by Target Trust, on behalf of the Target Fund Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions: (a) 7.1. All representations and warranties of Target Trust, on behalf of the Target Entity and the Target 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;. (b) The 7.2. Target EntityTrust, on behalf of the Target Fund, shall have delivered to the Acquiring Entity on the Closing Date (i) a statement of the Target Fund's Assets, together with a list of portfolio securities of the Target Fund, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund; (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target 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 Acquiring Fund shall reasonably request; (d) The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and Trust, on behalf of the Target Fund, on or before the Closing Date;. 7.3. Target Trust, on behalf of the Target Fund, shall have delivered to the Acquiring Fund a statement of the Assets and Liabilities, as of the Closing Date, including a schedule of investments, certified by the Treasurer of Target Trust, on behalf of the Target Fund. Target Trust shall have executed and delivered all such assignments and other instruments of transfer (fthe “Transfer Instruments”) as ETF Trust, on behalf of the Acquiring Fund, may reasonably deem necessary or desirable in order to vest in and confirm (a) Target Trust’s, on behalf of the Target Fund, title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) ETF Trust’s, on behalf of the Acquiring Fund, title to and possession of all the Assets and otherwise to carry out the intent and purpose of this Agreement. 7.4. Target Trust, on behalf of the Target Fund, shall have delivered to the Acquiring Fund a certificate executed in the name of the Target Fund by the President or Vice President and the Treasurer or Assistant Treasurer of Target Trust, in a form reasonably satisfactory and dated as of the Closing Date, as to the matters set forth in paragraphs 7.1 and 7.2 and as to such other matters as Target Trust, on behalf of the Acquiring Fund, shall reasonably request. 7.5. The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1. (g) Unless 1. For the Target Fund has been advised by avoidance of doubt, the Acquiring Fund that the shall not issue fractional shares, and cash shall be distributed to Target Fund Shareholders in connection with this Reorganization in lieu of fractional Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; andShares.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityTrust, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring FundTrust's election, to the performance by the Target Fund Trust, on behalf of the Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1. All representations and warranties of the Target Entity and Trust, on behalf of the Target Fund Acquired 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; (b) 7.2. The Target Entity, on behalf of the Target Fund, Trust shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fundassets and liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target FundTrust; (c) 7.3. The Target Entity Trust shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Fund Trust, on behalf of the Acquired 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 Acquiring Fund Trust shall reasonably request; (d) 7.4. The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)Trust, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and Trust, on behalf of the Target Acquired Fund, on or before the Closing Date; (f) 7.5. The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Class A Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6. The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m., Eastern time on the Closing DateClosing; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring Entity, on behalf of the Acquiring Fund, Fund to complete the transactions provided for herein shall be subject, at the Acquiring Fund's Alpha Trust’s election, to the performance by the Target Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) a. All representations and warranties of the Target Entity and the Target 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 DateEffective Time, with the same force and effect as if made on and as of the Closing Date;Effective Time. (b) The Target Entity, on behalf of the Target Fund, b. Upholdings LLC shall have delivered to the Acquiring Entity on Fund the Closing Date Target Fund’s financial statements, as of the Effective Time, which is prepared in accordance with GAAP and certified by the Managing Member of Upholdings LLC. c. Upholdings LLC shall have delivered to the Acquiring Fund to the Acquiring Fund (i) a statement of the Target Fund's ’s Assets, together with a list of portfolio securities of the Target FundFund showing the adjusted tax basis of such securities by lot and the holding periods of such securities, as of the Closing DateClosing, certified by the Treasurer Managing Member of the Target EntityUpholdings LLC, (ii) the Target Fund Shareholder DocumentationFIN 48 Workpapers, and (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund;. (c) The Target Entity d. Upholdings LLC shall have delivered to the Acquiring Entity on the Closing Date Fund a certificate executed in its the name of Upholdings LLC by its President or Vice President and Treasurerthe Managing Member, in a form and substance reasonably satisfactory to the Acquiring Fund and dated as of the Closing DateEffective Time, to the effect that the representations representations, covenants and warranties of or with respect to the Target Fund Fund, made in this Agreement are true and correct at and as of the Closing DateEffective Time, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquiring Fund Alpha Trust shall reasonably request;. (d) e. The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer of the Target Custodian, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and the Target Fund, on or before the Closing Date;Effective Time. (f) f. The Target Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 2.3. (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the g. Target Fund shall have declared and paid delivered to Practus, LLP the Target Fund Tax Representation Certificate, satisfactory to Practus, LLP, in a distribution or distributions prior form mutually acceptable to the Closing thatTarget Fund and Alpha Trust, together with all previous distributionsconcerning certain tax-related matters. h. Alpha Trust, on behalf of the Acquiring Fund, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time received on the Closing Date the opinion of Mxxxxx, Xxxxx & Bockius LLP, counsel to Upholdings LLC (or local Delaware counsel with respect to matters governed by the laws of the State of Delaware) (each such opinion may reasonably rely on certificates of officers of Upholdings LLC) dated as of the Closing Date; , covering the following points: i. Upholdings LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has the power to own all of the Target Fund’s properties and assets, and to carry on its business, including that of the Target Fund, as presently conducted; ii. The Agreement has been duly authorized, executed and delivered by Upholdings LLC, on behalf of the Target Fund, and, assuming due authorization, execution and delivery of the Agreement by Alpha Trust, on behalf of the Acquiring Fund, is a valid and binding obligation of the Upholdings LLC, on behalf of the Target Fund, enforceable against Upholdings LLC 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; iii. 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 Upholdings LLC’s Operating Agreement, or any provision of any agreement (iiknown to such counsel) any such undistributed investment company taxable income and net realized capital gains from any prior period to which Upholdings LLC is a party or by which it is bound or, to the extent knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement not otherwise already distributed; anddisclosed to Alpha Trust, judgment or decree to which Upholdings LLC is a party or by which it is bound; iv. To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Delaware is required to be obtained by Upholdings LLC in order to consummate the transactions contemplated herein; v. 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 Upholdings LLC or the Target Fund or any of their respective properties or assets, and neither Upholdings LLC nor the Target 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 ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityThe MainStay Funds, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring Fund's The MainStay Funds’ election, to the performance by The MainStay Funds, on behalf of the Target Fund Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 7.1 All representations and warranties of The MainStay Funds, on behalf of the Target Entity and the Target Fund Acquired 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; (b) 7.2 The Target Entity, on behalf of the Target Fund, MainStay Funds shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fund’s Assets and Liabilities, as of the Closing Date, certified by the Treasurer of the Target EntityThe MainStay Funds; 7.3 The MainStay Funds, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance on behalf of the Target Acquired Fund; (c) The Target Entity , shall have delivered to the Acquiring Entity on the Closing Date Fund a certificate executed in its the name of the Acquired Fund by its President or Vice President and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to The MainStay Funds, on behalf of the Target Fund Acquired 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 AgreementPlan, and as to such other matters as the Acquiring Fund The MainStay Funds shall reasonably request; (d) 7.4 The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)MainStay Funds, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 MainStay Funds, on behalf of the Target Entity and the Target Acquired Fund, on or before the Closing Date; (f) 7.5 The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares of each class of the Investor Class, Class A, Class B, Class C, Class I, Class R2 and Class R3 Acquiring Fund set forth on Exhibit A hereto Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 7.6 The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing Date; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. 7.1. With respect to each Reorganization, the The obligations of the Acquiring EntityING Funds Trust, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at the Acquiring FundING Funds Trust's election, to the performance by the Target Fund Company, on behalf of the Acquired Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: (a) 11.1. All representations and warranties of the Target Entity and Company, on behalf of the Target Fund Acquired 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; (b) 11.2. The Target Entity, on behalf of the Target Fund, Company shall have delivered to the Acquiring Entity on the Closing Date (i) Fund a statement of the Target Acquired Fund's Assets, together with a list of portfolio securities of the Target Fundassets and liabilities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the AML Documentation and (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target FundCompany; (c) 11.3. The Target Entity Company shall have delivered to the Acquiring Entity Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund ING Funds Trust and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Fund Company, on behalf of the Acquired 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 Acquiring Fund ING Funds Trust shall reasonably request; (d) 11.4. The Target Custodian and the Target Transfer Agent shall have delivered the certificates contemplated by Sections 3.2(b)Company, 3.2(d) of this Agreement, respectively, and the Target Transfer Agent or the Target Fund's President or Vice President shall have delivered the certificate contemplated by Section 5.1(f) of this Agreement, each duly executed by an authorized officer on behalf of the Target CustodianAcquired Fund, the Target Transfer Agent, the Target Fund's President or the Target Fund's Vice President, as applicable; (e) The Target Entity and the Target 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 Target Entity and Company, on behalf of the Target Acquired Fund, on or before the Closing Date; (f) 11.5. The Target Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional shares Acquiring Fund Shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto;paragraph 1.1; and (g) Unless the Target Fund has been advised by the Acquiring Fund that the Acquiring Fund will deliver an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Target 11.6. The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time 4:00 p.m. Eastern time on the Closing DateClosing; and (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and.