Common use of Transfer and Delivery of Assets Clause in Contracts

Transfer and Delivery of Assets. AMT shall direct The Bank of New York Mellon (“BNYM”), as custodian for the Acquired Fund, to deliver, at the Closing, a certificate of an authorized officer of BNYM stating that the Assets were delivered in proper form to the Acquiring Fund or its custodian at the Effective Time. AMT, on behalf of the Acquired Fund, shall deliver, at the Closing, a certificate of an authorized officer of AMT stating that all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument, if any, shall be presented by BNYM, as custodian for the Acquired Fund, to those persons at JPMorgan Chase Bank, N.A. (“JPMorgan”), which serves as the custodian for the Acquiring Fund, who have primary responsibility for the safekeeping of the assets of the Acquiring Fund. Such presentation, if applicable, shall be made for examination no later than five (5) business days preceding the Effective Time, and shall be transferred and delivered by the Acquired Fund as of the Effective Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. BNYM shall deliver to those persons at JPMorgan who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Effective Time by book entry, in accordance with the customary practices of JPMorgan and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”), in which the Assets are deposited, the Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered to JPMorgan or as instructed by MainStay Funds by wire transfer of federal funds at the Effective Time.

Transfer and Delivery of Assets. AMT FCST shall direct The Bank of New York Mellon UMB Bank, N.A. (“BNYMUMB Bank”), as custodian for the Acquired Fund, to deliver, at the Closing, a certificate of an authorized officer of BNYM UMB Bank stating that (i) the Assets were delivered in proper form to the Acquiring Fund or its custodian at the Effective Time. AMT, on behalf of the Acquired Fund, shall deliver, at the Closing, a certificate of an authorized officer of AMT stating that and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision (as reasonably estimated) for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument, if any, shall be presented by BNYMUMB Bank, as custodian for the Acquired Fund, to those persons at JPMorgan Chase Bank, N.A. (“JPMorgan”), which serves as the custodian for the Acquiring Fund, who have primary responsibility for the safekeeping of the assets of the Acquiring Fund. Such presentation, if applicable, shall be made for examination no later than five (5) business days preceding the Effective Time, and shall be transferred and delivered by the Acquired Fund as of the Effective Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. BNYM UMB Bank shall deliver to those persons at JPMorgan who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Effective Time by book entry, in accordance with the customary practices of JPMorgan and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”), in which the Assets are deposited, the Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered to JPMorgan or as instructed by MainStay Funds by wire transfer of federal funds at the Effective Time. To the extent that any Assets of the Acquired Fund, for any reason, are not transferable to the Acquiring Fund on the Closing Date, the Acquired Fund shall cause such Assets to be transferred to the Acquiring Fund’s account with JPMorgan at the earliest practicable date thereafter. Fiera Capital and the Acquired Fund shall use their best efforts to deliver to the Acquiring Fund all dividends, interest, proceeds from any class action claims, other payments or any other form of distribution made on or after the Closing Date to the Acquired Fund that have not been delivered by the Acquired Fund to the Acquiring Fund.

Transfer and Delivery of Assets. AMT The Acquired Fund shall direct The Bank of New York Mellon (“BNYMBNY”), as custodian for the Acquired Fund, to deliver, at the Closing, a certificate of an authorized officer of BNYM stating that the Assets were delivered in proper form to the Acquiring Fund or its custodian at the Effective Time. AMT, on behalf of the Acquired Fund, shall deliver, at the Closing, a certificate of an authorized officer of AMT stating that all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument, if any, shall be presented by BNYMBNY, on behalf of the Acquired Fund, to State Street Bank and Trust Company (“State Street”), as custodian for the Acquired Fund, to those persons at JPMorgan Chase Bank, N.A. (“JPMorgan”), which serves as the custodian for the Acquiring Fund, who have primary responsibility for the safekeeping of the assets of the Acquiring Fund. Such presentation, if applicable, presentation shall be made for examination no later than five (5) business days preceding as soon as reasonably practicable following the Effective Time, Time and shall be transferred and delivered by the Acquired Fund as of soon as reasonably practicable following the Effective Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. BNYM BNY, on behalf of the Acquired Fund, shall deliver to those persons at JPMorgan who have primary responsibility for the safekeeping of the assets State Street, as custodian of the Acquiring Fund Fund, as of the Effective Time by book entry, in accordance with the customary practices of JPMorgan BNY and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”), in which the Assets are deposited, the Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered to JPMorgan or as instructed by MainStay Funds by wire transfer of federal Federal funds at the Effective TimeTime or by such other manner as State Street, as custodian of the Acquiring Fund, deems appropriate.

Transfer and Delivery of Assets. AMT McMorgan Funds shall direct The Bank of New York Mellon (“BNYM”)State Street, as custodian for the Acquired Fund, to deliver, at the Closing, a certificate of an authorized officer of BNYM stating that (i) the Assets were delivered in proper form to the Acquiring Fund or its custodian at the Effective Time. AMT, on behalf of the Acquired Fund, shall deliver, at the Closing, a certificate of an authorized officer of AMT stating that and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal Federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s 's portfolio securities represented by a certificate or other written instrument, if any, instrument shall be presented by BNYMState Street, as custodian for the Acquired Acquiring Fund, to those persons at JPMorgan Chase Bank, N.A. (“JPMorgan”), which serves as the custodian for the Acquiring Fund, State Street who have primary responsibility for the safekeeping of the assets of the Acquiring Fund. Such presentation, if applicable, presentation shall be made for examination no later than five (5) business days preceding the Effective Time, and shall be transferred and delivered by the Acquired Fund as of the Effective Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. BNYM State Street shall deliver to those persons at JPMorgan State Street who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Effective Time by book entry, in accordance with the customary practices of JPMorgan State Street and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “"1940 Act”ACT"), in which the Acquired Fund's Assets are deposited, the Acquired Fund's Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered to JPMorgan or as instructed by MainStay Funds by wire transfer of federal Federal funds at the Effective Time.

Transfer and Delivery of Assets. AMT VMF shall direct The Bank of New York Mellon (“BNYMBNY”), as custodian for the Acquired Fund, to deliver, at the Closing, a certificate of an authorized officer of BNYM BNY stating that (i) the Assets were delivered in proper form to the Acquiring Fund or its custodian at the Effective Time. AMT, on behalf of the Acquired Fund, shall deliver, at the Closing, a certificate of an authorized officer of AMT stating that and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument, if any, shall be presented by BNYMBNY, as custodian for the Acquired Fund, to those persons at JPMorgan Chase Bank, N.A. State Street Bank and Trust Company (“JPMorganState Street”), which serves as the custodian for the Acquiring Fund, who have primary responsibility for the safekeeping of the assets of the Acquiring Fund. Such presentation, if applicable, shall be made for examination no later than five (5) business days preceding the Effective Time, and shall be transferred and delivered by the Acquired Fund as of the Effective Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. BNYM BNY shall deliver to those persons at JPMorgan State Street who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Effective Time by book entry, in accordance with the customary practices of JPMorgan State Street and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”), in which the Assets are deposited, the Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered to JPMorgan State Street or as instructed by MainStay Funds by wire transfer of federal funds at the Effective Time.

Transfer and Delivery of Assets. AMT (a) The Target Fund shall direct The State Street Bank of New York Mellon and Trust Company (the “BNYMCustodian”), as custodian ) for the Acquired Fund, Target Fund to deliver, at the Closing, a certificate of an authorized officer of BNYM stating that (i) the Assets were delivered in proper form to the Acquiring Fund or its custodian at the Effective Time. AMT, on behalf of the Acquired Fund, shall deliver, at the Closing, a certificate of an authorized officer of AMT stating that and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal Federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Target Fund’s portfolio securities represented by a certificate or other written instrument, if any, instrument shall be presented by BNYMthe Managing Owner to the Custodian, as custodian for the Acquired Fund, to those persons at JPMorgan Chase Bank, N.A. (“JPMorgan”), which serves as the custodian for the Acquiring Fund, who have primary responsibility for the safekeeping of the assets of the Acquiring Fund. Such presentation, if applicable, presentation shall be made for examination no later than five (5) business days preceding the Effective Time, and shall be transferred and delivered by the Acquired Target Fund as of the Effective Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. BNYM The Target Fund shall cause the Custodian to deliver to those persons at JPMorgan who have primary responsibility State Street Bank and Trust Company, as custodian for the safekeeping of the assets of the Acquiring Fund Fund, as of the Effective Time by book entry, in accordance with the customary practices of JPMorgan the Custodian and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”), in which the Target Fund’s Assets are deposited, the Target Fund’s Assets deposited with such depositories. The cash to be transferred by the Acquired Target Fund shall be delivered to JPMorgan or as instructed by MainStay Funds by wire transfer of federal Federal funds at the Effective Time. (b) If the Custodian is unable to make delivery of the Assets at the Closing in the manner contemplated by this Paragraph 3.2 for the reason that any securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Paragraph 3.2 with respect to said undelivered securities or other investments if the Target Fund has, by or at the Closing, delivered to the Acquiring Fund or the Custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or the Custodian, such as brokers’ confirmation slips.

Transfer and Delivery of Assets. AMT Keystone shall direct The Bank of New York Mellon U.S. Bank, N.A. (“BNYMU.S. Bank”), as custodian for the Acquired Fund, to deliver, at the Closing, a certificate of an authorized officer of BNYM stating that (i) the Assets were delivered in proper form to the Acquiring Fund or its custodian at the Effective Time. AMT, on behalf of the Acquired Fund, shall deliver, at the Closing, a certificate of an authorized officer of AMT stating that and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal Federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument, if any, instrument shall be presented by BNYMU.S. Bank, as custodian for the Acquired Fund, to those persons at JPMorgan Chase Bank, N.A. (“JPMorgan”), which serves as the custodian for the Acquiring Fund, State Street who have primary responsibility for the safekeeping of the assets of the Acquiring Fund. Such presentation, if applicable, presentation shall be made for examination no later than five (5) business days preceding the Effective Time, and shall be transferred and delivered by the Acquired Fund as of the Effective Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. BNYM U.S. Bank shall deliver to those persons at JPMorgan State Street who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Effective Time by book entry, in accordance with the customary practices of JPMorgan State Street and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”), in which the Acquired Fund’s Assets are deposited, the Acquired Fund’s Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered to JPMorgan or as instructed by MainStay Funds by wire transfer of federal Federal funds at the Effective Time.

Transfer and Delivery of Assets. AMT New River Funds shall direct The Bank of New York Mellon (“BNYM”)York, as custodian for the Acquired Fund, to deliver, at the Closing, a certificate of an authorized officer of BNYM stating that (i) the Assets were delivered in proper form to the Acquiring Fund or its custodian at the Effective Time. AMT, on behalf of the Acquired Fund, shall deliver, at the Closing, a certificate of an authorized officer of AMT stating that and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument, if any, instrument shall be presented by BNYMThe Bank of New York, as custodian for the Acquired Acquiring Fund, to those persons at JPMorgan Chase Bank, N.A. (“JPMorgan”), which serves as the custodian for the Acquiring Fund, The Bank of New York who have primary responsibility for the safekeeping of the assets of the Acquiring Fund. Such presentation, if applicable, presentation shall be made for examination no later than five (5) business days preceding the Effective Time, and shall be transferred and delivered by the Acquired Fund as of the Effective Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. BNYM The Bank of New York shall deliver to those persons at JPMorgan The Bank of New York who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Effective Time by book entry, in accordance with the customary practices of JPMorgan The Bank of New York and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”), in which the Acquired Fund’s Assets are deposited, the Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered to JPMorgan or as instructed by MainStay Funds by wire transfer of federal funds at the Effective Time.

Transfer and Delivery of Assets. AMT MSF shall direct The Bank of New York Mellon JPMorgan Chase Bank, N.A. (“BNYMJPM”), as custodian for the Acquired Fund, to deliver, at the Closing, a certificate of an authorized officer of BNYM JPMorgan Bank stating that (i) the Assets were delivered in proper form to the Acquiring Fund or its custodian at the Effective Time. AMT, on behalf of the Acquired Fund, shall deliver, at the Closing, a certificate of an authorized officer of AMT stating that and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision (as reasonably estimated) for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument, if any, shall be presented by BNYMJPM, as custodian for the Acquired Fund, to those persons at JPMorgan Chase Bank, N.A. (“JPMorgan”)JPM, which serves as the custodian for the Acquiring Fund, who have primary responsibility for the safekeeping of the assets of the Acquiring Fund. Such presentation, if applicable, shall be made for examination no later than five (5) business days preceding the Effective Time, and shall be transferred and delivered by the Acquired Fund as of the Effective Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. BNYM JPM shall deliver to those persons at JPMorgan JPM who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Effective Time by book entry, in accordance with the customary practices of JPMorgan and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”), in which the Assets are deposited, the Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered to JPMorgan or as instructed by MainStay Funds MSF by wire transfer of federal funds at the Effective Time. To the extent that any Assets of the Acquired Fund, for any reason, are not transferable to the Acquiring Fund on the Closing Date, the Acquired Fund shall cause such Assets to be transferred to the Acquiring Fund’s account with JPMorgan at the earliest practicable date thereafter. The Acquired Fund shall use its best efforts to deliver to the Acquiring Fund all dividends, interest, proceeds from any class action claims, other payments or any other form of distribution made on or after the Closing Date to the Acquired Fund that have not been delivered by the Acquired Fund to the Acquiring Fund.

Transfer and Delivery of Assets. AMT VET shall direct The Bank of New York Mellon (“BNYMBNY”), as custodian for the Acquired Fund, to deliver, at the Closing, a certificate of an authorized officer of BNYM BNY stating that (i) the Assets were delivered in proper form to the Acquiring Fund or its custodian at the Effective Time. AMT, on behalf of the Acquired Fund, shall deliver, at the Closing, a certificate of an authorized officer of AMT stating that and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Fund’s portfolio securities represented by a certificate or other written instrument, if any, shall be presented by BNYMBNY, as custodian for the Acquired Fund, to those persons at JPMorgan Chase Bank, N.A. State Street Bank and Trust Company (“JPMorganState Street”), which serves as the custodian for the Acquiring Fund, who have primary responsibility for the safekeeping of the assets of the Acquiring Fund. Such presentation, if applicable, shall be made for examination no later than five (5) business days preceding the Effective Time, and shall be transferred and delivered by the Acquired Fund as of the Effective Time for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. BNYM BNY shall deliver to those persons at JPMorgan State Street who have primary responsibility for the safekeeping of the assets of the Acquiring Fund as of the Effective Time by book entry, in accordance with the customary practices of JPMorgan State Street and of each securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”), in which the Assets are deposited, the Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered to JPMorgan State Street or as instructed by MainStay Funds by wire transfer of federal funds at the Effective Time.