FORM N-SAR Exhibits 77Q1(e) MAINSTAY FUNDS TRUST For Period Ended 12/31/09 MANAGEMENT AGREEMENT
FORM
N-SAR
Exhibits
77Q1(e)
811-22321
For
Period Ended 12/31/09
This
Management Agreement is hereby made as of the 10th day
of November, 2009 (the “Agreement”) between the MainStay Funds Trust, a Delaware
business trust (the “Trust”), further amended from time to time, on behalf of
its series as set forth on Schedule A (each, a “Fund,” and collectively, the
“Funds”) and New York Life Investment Management LLC, a Delaware limited
liability company (“NYLIM” or the “Manager”).
W I T N E
S S E T H:
WHEREAS,
the Trust is an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS,
the shares of common stock of the Trust (the “Shares”) are divided into separate
series, each of which is established by resolution of the Board of Trustees of
the Trust (the “Board”) and the Trustees may from time to time terminate such
series or establish and terminate additional series; and
WHEREAS,
the Manager is engaged in rendering investment management services and is
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended (the “Advisers Act”); and
WHEREAS,
the Trust desires to retain the Manager to provide investment advisory and
related administrative services to each of the Funds, and the Manager is willing
to provide or procure such services on the terms and conditions hereinafter set
forth; and
NOW,
THEREFORE, the parties agree as follows:
ARTICLE
I. APPOINTMENT
A. Appointment. The
Trust hereby appoints NYLIM to act as Manager to the Funds for the period and on
the terms set forth in this Agreement. The Manager accepts such
appointment and agrees to provide the advisory and administrative services
herein described, for the compensation herein provided.
ARTICLE
II. ADVISORY SERVICES
A. Advisory
Duties of Manager. Subject to the supervision of the Board, the
Manager shall manage all aspects of the advisory operations of each Fund and the
composition of the portfolio of each Fund, including the purchase, retention and
disposition of securities therein, in accordance with the investment objectives,
policies and restrictions of the Fund, as stated in the currently effective
Prospectus (as hereinafter defined); in conformity with the Declaration of Trust
and By-Laws (each as hereinafter defined) of the Trust; under the instructions
and directions of the Trustees of the Trust; and in accordance with the
applicable provisions of the 1940 Act and the rules and regulations thereunder,
the provisions of the Internal Revenue Code of 1986, as amended (the “Code”),
relating to regulated investment companies and all rules and regulations
thereunder, and all other applicable federal and state laws and
regulations. In connection with the services provided under this
Agreement, the Manager will use its best efforts to manage each Fund so that it
will qualify as a regulated investment company under Subchapter M of the Code
and regulations issued thereunder. In managing each Fund in
accordance with the requirements set out in this section, the Manager will be
entitled to receive and act upon advice of counsel for the Trust or
Fund.
1. Portfolio
Management. The Manager will determine the securities and other
instruments to be purchased, sold or entered into by each Fund and place orders
with broker-dealers, foreign currency dealers, futures commission merchants or
others pursuant to the Manager’s determinations and all in accordance with each
Fund’s policies as set out in the Prospectus of the Fund or as adopted by the
Board and disclosed to the Manager. The Manager will determine what
portion of each Fund's portfolio will be invested in securities and other assets
and what portion, if any, should be held uninvested in cash or cash
equivalents. Each Fund will have the benefit of the investment
analysis and research, the review of current economic conditions and trends and
the consideration of long-range investment policy generally available to the
Manager’s investment advisory clients.
2. Selection
of Brokers. Subject to the policies established by, and any direction
from, the Trust’s Board, the Manager will be responsible for selecting the
brokers or dealers that will execute the purchases and sales for a
Fund. The Manager will place orders pursuant to its determination
with or through such persons, brokers or dealers (including NYLIFE Securities
Inc.) in conformity with the policy with respect to brokerage as set forth in
the Trust’s Registration Statement or as the Board may direct from time to
time. It is recognized that, in providing the Funds with investment
supervision or the placing of orders for portfolio transactions, the Manager
will give primary consideration to securing the most favorable price and
efficient execution. Consistent with this policy, the Manager may
consider the financial responsibility, research and investment information and
other services provided by brokers or dealers who may effect or be a party to
any such transaction or other transactions to which other clients of the Manager
may be a party. It is understood that neither the Funds, the Trust
nor the Manager has adopted a formula for allocation of the Funds’ investment
transaction business. It is also understood that it is desirable for
the Funds that the Manager have access to supplemental investment and market
research and security and economic analyses provided by certain brokers who may
execute brokerage transactions at a higher cost to the Funds than may result
when allocating brokerage to other brokers on the basis of seeking the most
favorable price and efficient execution. Therefore, the Manager or
any subadvisor is authorized to place orders for the purchase and sale of
securities for the Funds with such certain brokers, subject to review by the
Trust’s Trustees from time to time with respect to the extent and continuation
of this practice. It is understood that the services provided by such
brokers may be useful to the Manager or any subadvisor in connection with its
services to other clients.
Subject
to the foregoing, it is understood that the Manager will not be deemed to have
acted unlawfully, or to have breached a fiduciary duty to the Trust or be in
breach of any obligation owing to the Trust under this Agreement, or otherwise,
solely by reason of its having directed a securities transaction on behalf of a
Fund to a broker-dealer in compliance with the provisions of Section 28(e) of
the Securities Exchange Act of 1934, and the rules and interpretations of the
Securities and Exchange Commission (“SEC”) thereunder, or as otherwise permitted
from time to time by a Fund’s Prospectus.
On
occasions when the Manager deems the purchase or sale of a security to be in the
best interest of the Funds as well as other clients, the Manager, to the extent
permitted by applicable laws and regulations, may, but shall be under no
obligation to, aggregate the securities to be so sold or purchased in order to
obtain the most favorable price or lower brokerage commissions and efficient
execution. In such event, allocation of the securities so purchased
or sold, as well as expenses incurred in the transaction, will be made by the
Manager in the manner it considers to be the most equitable and consistent with
its fiduciary obligations to the Funds and to such other clients.
3. Delegation
of Investment Advisory Services. Subject to the prior approval of a
majority of the members of the Board, including a majority of the Board who are
not “interested persons” and, to the extent required by applicable law, by the
shareholders of a Fund, the Manager may, through a subadvisory agreement or
other arrangement, delegate to a subadvisor any of the duties enumerated in this
Agreement, including the management of all or a portion of the assets being
managed. Subject to the prior approval of a majority of the members
of the Board, including a majority of the Board who are not “interested persons”
and, to the extent required by applicable law, by the shareholders of a Fund,
the Manager may adjust such duties, the portion of assets being managed, and the
fees to be paid by the Manager; provided, that in each case the Manager will
continue to oversee the services provided by such company or employees and any
such delegation will not relieve the Manager of any of its obligations under
this Agreement.
The Trust
and Manager understand and agree that the Manager may manage a Fund in a
“manager-of-managers” style with either a single or multiple subadvisors, which
contemplates that the Manager will, among other things and pursuant to an Order
issued by the SEC, and subject to shareholder approval if
required: (i) continually evaluate the performance of each
subadvisor to a Fund, if applicable, through quantitative and qualitative
analysis and consultations with such subadvisor; (ii) periodically make
recommendations to the Board as to whether the contract with one or more
subadvisors should be renewed, modified or terminated; and
(iii) periodically report to the Board regarding the results of its
evaluation and monitoring functions. The Trust recognizes that a
subadvisor’s services may be terminated or modified pursuant to the
“manager-of-managers” process, and that the Manager may appoint a new subadvisor
for a subadvisor that is so removed.
4. Instructions
to Custodian. The Manager or any subadvisor shall provide the Trust’s
custodian on each business day with information relating to the execution of all
portfolio transactions pursuant to standing instructions.
5. Valuation. The
Manager will provide assistance to the Board in valuing the securities and other
instruments held by each Fund, to the extent reasonably required by such
valuation policies and procedures as may be adopted by each Fund.
B. Books and
Records. The Manager further agrees to preserve for the periods
prescribed by Rule 31a-2 as promulgated by the SEC under the 1940 Act any such
records as are required to be maintained by the Manager. The Manager
shall render to the Trust’s Trustees such periodic and special reports as the
Trustees may reasonably request.
C. Advisory
Services Not Exclusive. The Manager’s services to the Trust and each
Fund pursuant to this Agreement are not exclusive and it is understood that the
Manager may render investment advice, management and services to other persons
(including other investment companies) and engage in other activities, so long
as its services under this Agreement are not impaired by such other
activities. It is understood and agreed that officers or directors of
the Manager are not prohibited from engaging in any other business activity or
from rendering services to any other person, or from serving as partners,
officers, trustees or directors of any other firm, trust or corporation,
including other investment companies. Whenever a Fund and one or more
other accounts or investment companies advised by the Manager have available
funds for investment, investments suitable and appropriate for each will be
allocated in accordance with procedures believed by the Manager to be equitable
to each entity over time. Similarly, opportunities to sell securities
will be allocated in a manner believed by the Manager to be equitable to each
entity over time. The Trust and each Fund recognize that in some
cases this procedure may adversely affect the size of the position that may be
acquired or disposed of for a Fund.
ARTICLE
III. ADMINISTRATIVE SERVICES
A. Administrative
Duties of Manager. The Manager shall (i) furnish the Funds with
office facilities; (ii) be responsible for the financial and accounting
records required to be maintained by the Funds (excluding those being maintained
by the Funds’ custodian and transfer agent except as to which the Manager has
supervisory functions) and other than those being maintained by the Funds’
subadvisor, if any; and (iii) furnish the Funds with Board materials,
ordinary clerical, bookkeeping and recordkeeping services at such office
facilities and such other services as the parties may agree. The
Manager will also monitor each Fund’s compliance with its investment and tax
guidelines and other compliance policies.
1. Instructions
to Custodian. The Manager or any sub-administrator shall provide the
Trust’s custodian on each business day with information relating to the
execution of all portfolio transactions pursuant to standing
instructions.
2. Books and
Records. The Manager shall keep the Funds’ books and records required
to be maintained by it. The Manager agrees that all records which it
maintains for the Funds are the property of the Funds, and it will surrender
promptly to the Funds any of such records upon the Funds’
request. Moreover, the Manager shall maintain all books and records
with respect to the Funds’ securities transactions required by sub-paragraphs
(b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and
any other books and records required to be maintained by it under the 1940 Act
and the rules thereunder. The Manager shall render to the Trust’s
Trustees such periodic and special reports as the Trustees may reasonably
request.
3. Administrative
Services Not Exclusive. The Manager’s services to the Trust and each
Fund pursuant to this Agreement are not exclusive and it is understood that the
Manager may render administrative services to other persons and engage in other
activities, so long as its services under this Agreement are not impaired by
such other activities. It is understood and agreed that officers or
directors of the Manager may serve as officers or Trustees of the Trust, and
that officers or Trustees of the Trust may serve as officers or directors of the
Manager to the extent permitted by law; and that the officers and directors of
the Manager are not prohibited from engaging in any other business activity or
from rendering services to any other person, or from serving as partners,
officers, trustees or directors of any other firm, trust or corporation,
including other investment companies.
4. Delegation
of Administration Services. With respect to any or all series of the
Trust, including the Funds, the Manager may enter into one or more contracts
with a sub-administrator (“Sub-Administration Contract”) in which the Manager
delegates to such sub-administrator any or all its duties specified in this
Agreement, provided that the Sub-Administration Contract meets all applicable
requirements of the 1940 Act and rules thereunder, as applicable. The
Manager will at all times maintain responsibility for providing the
administration services and will supervise any sub-administrator.
5. Valuation. The
Manager will provide assistance to the Board in valuing the securities and other
instruments held by each Fund, to the extent reasonably required by such
valuation policies and procedures as may be adopted by each Fund.
ARTICLE
IV. EXPENSES
A. Expenses
Borne by Manager.
1. In
connection with the services rendered by the Manager under this Agreement, the
Manager will bear all of the following expenses:
(i) The
salaries and expenses of all personnel of the Trust and the Manager, except the
fees and expenses of Trustees who are not interested persons of the Manager or
of the Trust, and the salary (or a portion thereof) of the Trust’s Chief
Compliance Officer that the Board approves for payment by the Funds;
and
(ii) All
expenses incurred by the Manager in connection with managing the investment
operations of the Funds other than those assumed by the Trust, Fund or
administrator of the Fund or the Trust or other third party under a separate
agreement.
2. The
Manager will not be required to pay expenses of any activity which is primarily
intended to result in sales of Shares if and to the extent that (i) such
expenses are required to be borne by a principal underwriter that acts as the
distributor of the Funds’ Shares pursuant to an underwriting agreement that
provides that the underwriter will assume some or all of such expenses, or
(ii) the Trust on behalf of the Funds will have adopted a plan in
conformity with Rule 12b-1 under the 1940 Act providing that the Funds (or some
other party) will assume some or all of such expenses. The Manager
will pay such sales expenses only to the extent they are not required to be paid
by the principal underwriter pursuant to the underwriting agreement or are not
permitted to be paid by a Fund (or some other party) pursuant to such a
plan.
B. Expenses
Borne by the Trust/Fund.
1. Each Fund
assumes and will pay its expenses, including but not limited to those described
below (where any such category applies to more than one series of the Trust, the
Fund shall be liable only for its allocable portion of the
expenses):
(i) The fees
of any investment adviser or expenses otherwise incurred by the Trust in
connection with the management of the investment and reinvestment of the assets
of the Funds;
(ii) Brokers’
commissions and any issue or transfer taxes chargeable to the Trust in
connection with its securities transactions on behalf of the Funds;
(iii) Litigation
and indemnification expenses and other extraordinary expenses not incurred in
the ordinary course of the Trust’s business;
(iv) The fees
and expenses of Trustees who are not interested persons of the Manager of any
investment adviser, and the salary (or a portion thereof) of the Trust’s Chief
Compliance Officer that the Board approves for payment by the
Funds;
(v) The fees
and expenses of the Funds’ custodian which relate to: (a) the
custodial function and the recordkeeping connected therewith; (b) the
preparation and maintenance of the general required accounting records of the
Funds not being maintained by the Manager; (c) the pricing of the Funds’
Shares, including the cost of any pricing service or services which may be
retained pursuant to the authorization of the Trustees of the Trust; and
(d) for both mail and wire orders, the cashiering function in connection
with the issuance and redemption of the Funds’ Shares;
(vi) The fees
and expenses of the Funds’ transfer and dividend disbursing agent, which may be
a custodian of the Funds, which relate to the maintenance of each shareholder
account;
(vii) The
charges and expenses of legal counsel (including an allocable portion of the
cost of maintaining an internal legal department (provided pursuant to a
separate legal services agreement) and compliance department) and independent
accountants for the Trust;
(viii) All taxes
and business fees payable by the Funds to federal, state or other governmental
agencies;
(ix) The fees
of any trade association of which the Trust may be a member;
(x) The cost
of share certificates representing the Funds’ Shares;
(xi) The cost
of fidelity, Trustees and officers and errors and omissions
insurance;
(xii) Allocable
communications expenses with respect to investor services and all expenses of
shareholders’ and Trustees meetings and of preparing, printing and mailing
prospectuses, proxies and other reports to shareholders in the amount necessary
for distribution to the shareholders;
(xiii) The fees
and expenses involved in registering and maintaining registrations of the Trust
and of its Shares with the SEC, registering the Trust with a broker or dealer
and qualifying its Shares under state securities laws, including the preparation
and printing of the Trust’s registration statements and prospectuses for filing
under federal and state securities laws for such purposes; and
(xiv) The Trust
hereby agrees to reimburse the Manager for the organization expenses of, and the
expenses incurred in connection with, the initial offering of any new share
classes of a Fund or the initial offering of a new series of the
Trust.
ARTICLE
V. COMPENSATION
A. Compensation. For
the services provided and the facilities furnished pursuant to this Agreement,
the Trust will pay to the Manager as full compensation therefor a fee at the
annual rate for each Fund as set forth in Schedule A. This fee will
be computed daily and will be paid to the Manager monthly. This fee
will be chargeable only to the applicable Fund, and no other series of the Trust
shall be liable for the fee due and payable hereunder. The Funds
shall not be liable for any expense of any other series of the
Trust.
The
Manager may from time to time agree not to impose all or a portion of its fee
otherwise payable under this Agreement and/or undertake to pay or reimburse a
Fund for all or a portion of its expenses not otherwise required to be paid by
or reimbursed by the Manager. Unless otherwise agreed, any fee
reduction or undertaking may be discontinued or modified by the Manager at any
time. For the month and year in which this Agreement becomes
effective or terminates, there will be an appropriate pro ration of any fee
based on the number of days that the Agreement is in effect during such month
and year, respectively.
ARTICLE
VI. ADDITIONAL OBLIGATIONS OF THE TRUST
A. Documents. The
Trust has delivered to the Manager copies of each of the following documents and
will deliver to it all future amendments and supplements, if any:
1. Declaration
of Trust of the Trust, filed with the Secretary of The State of Delaware (such
Declaration of Trust, as in effect on the date hereof and as amended from time
to time, is herein called the “Declaration of Trust”);
2. By-Laws
of the Trust, as amended from time to time (such By-Laws, as in effect on the
date hereof and as amended from time to time, are herein called the
“By-Laws”);
3. Certified
Resolutions of the Trustees of the Trust authorizing the appointment of the
Manager and approving the form of this Agreement;
4. Registration
Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form
N-1A (the “Registration Statement”), as filed with the SEC, relating to the
Funds and the Funds’ Shares and all amendments thereto;
5. Notification
of Registration of the Trust under the 1940 Act on Form N-8A as filed with the
SEC and all amendments thereto; and
6. The form
of Prospectus and Statement of Additional Information of the Trust pursuant to
which the Funds’ Shares are offered for sale to the public (such Prospectus and
Statement of Additional Information, as currently in effect and as amended or
supplemented from time to time, being herein called collectively the
“Prospectus”).
B. Trust
Materials. During the term of this Agreement, the Trust agrees to
furnish the Manager at its principal office all prospectuses, proxy statements,
reports to shareholders, sales literature or other material prepared for
distribution to shareholders of the Funds or to the public, which refer to the
Manager in any way, prior to use thereof and, not to use such material if the
Manager reasonably objects in writing within five (5) business days (or such
other time as may be mutually agreed) after receipt thereof. In the
event of termination of this Agreement, the Trust will continue to furnish to
the Manager copies of any of the above-mentioned materials that refer in any way
to the Manager. The Trust shall furnish or otherwise make available
to the Manager such other information relating to the business affairs of the
Funds as the Manager at any time, or from time to time, reasonably requests in
order to discharge its obligations hereunder.
ARTICLE
VII. LIMITATION OF LIABILITY
A. Limitation
of Liability of Manager. As an inducement to the Manager undertaking
to provide services to the Trust and each Fund pursuant to this Agreement, the
Trust and each Fund agrees that the Manager will not be liable under this
Agreement for any error of judgment or mistake of law or for any loss suffered
by the Trust or a Fund in connection with the matters to which this Agreement
relates, provided that nothing in this Agreement will be deemed to protect or
purport to protect the Manager against any liability to the Trust, a Fund or its
shareholders to which the Manager would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of its reckless disregard of its obligations and duties
under this Agreement. The rights of exculpation provided under this
Section VII.A are not to be construed so as to provide for exculpation of any
person described in this Section VII.A for any liability (including liability
under U.S. federal securities laws that, under certain circumstances, impose
liability even on persons that act in good faith) to the extent (but only to the
extent) that exculpation would be in violation of applicable law, but will be
construed so as to effectuate the applicable provisions of this Section VII.A to
the maximum extent permitted by applicable law.
B. Limitation
of the Company and the Shareholders. It is understood and expressly
stipulated that none of the Trustees, officers, agents or shareholders of the
Trust shall be personally liable hereunder. All persons dealing with
the Trust must look solely to the property of the Trust for the enforcement of
any claims against the Trust, as neither the Trustees, officers, agents or
shareholders assume any personal liability for obligations entered into on
behalf of the Trust. No series of the Trust shall be liable for any
claims against any other series of the Trust.
ARTICLE
VIII. MISCELLANEOUS
A. Manager
Personnel. The Manager shall authorize and permit any of its
directors, officers and employees who may be elected or appointed as Trustees or
officers of the Trust to serve in the capacities in which they are elected or
appointed. Services to be furnished by the Manager under this
Agreement may be furnished through the medium of any of such directors, officers
or employees. The Manager shall make its directors, officers and
employees available to attend Trust Board meetings as may be reasonably
requested by the Board from time to time. The Manager shall prepare
and provide such reports on the Funds and their operations as may be reasonably
requested by the Board from time to time. The Manager shall implement
Board-approved proxy voting policies and procedures, and shall respond to
corporate actions taken by issuers of the Fund’s portfolio holdings consistent
with its fiduciary duty to the Funds.
B. Duration
and Termination. This Agreement shall continue in effect with respect
to the Funds for a period of more than two (2) years from the date hereof
following shareholder approval, as necessary, and thereafter only so long as
such continuance is specifically approved at least annually with respect to the
Funds in conformity with the requirements of the 1940 Act and the rules
thereunder and any applicable SEC or SEC staff guidance or
interpretation. This Agreement shall continue in effect with respect
to the Funds for a period of more than one (1) year from the date hereof in
circumstances when shareholder approval is not required, and thereafter only so
long as such continuance is specifically approved at least annually with respect
to the Funds in conformity with the requirements of the 1940 Act and the rules
thereunder and any applicable SEC or SEC staff guidance or
interpretation. However, this Agreement may be terminated with
respect to the Funds at any time, without the payment of any penalty, by the
Trustees of the Trust or by vote of a majority of the outstanding voting
securities (as defined in the ▇▇▇▇ ▇▇▇) of the Funds, or by the Manager at any
time, without the payment of any penalty, on not more than sixty (60) days’ nor
less than thirty (30) days’ written notice to the other party. This
Agreement shall terminate automatically in the event of its assignment (as
defined in the 1940 Act).
C. Additional
Series. In the event the Trust establishes one or more Funds after
the effective date of this Agreement, such Funds will become Funds under this
Agreement upon approval of this Agreement by the Board of Trustees with respect
to the Funds and the execution of an amended Schedule A reflecting the
Funds.
D. Independent
Contractor. Except as otherwise provided herein or authorized by the
Board of the Trust from time to time, the Manager shall for all purposes herein
be deemed to be an independent contractor and shall have no authority to act for
or represent the Funds or the Trust in any way or otherwise be deemed an agent
of the Funds or the Trust.
E. Amendment. This
Agreement may be amended in writing by mutual consent, but the consent of the
Funds, if required, must be obtained in conformity with the requirements of the
1940 Act and the rules thereunder.
F. Notice. Any
notice or other communication required to be given pursuant to this Agreement
shall be deemed duly given if delivered or mailed by registered mail, postage
prepaid, (1) to the Manager at NYLIM Center, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Secretary; or (2) to the Trust at ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: President.
G. Governing
Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
H. Use of
Name. The Funds may use any name including the word MainStay or any
derivative thereof for so long as this Agreement or any other agreement between
the Managers or any other affiliate of New York Life Insurance Company and the
Trust or any extension, renewal or amendment thereof remains in effect,
including any similar agreement with any organization which shall have succeeded
to the Manager’s business as investment adviser and/or
administrator. At such time as such an agreement shall no longer be
in effect, each Fund will (to the extent that it lawfully can) cease to use such
name or any other name indicating that it is advised by or otherwise connected
with the Manager or any organization that shall have so succeeded to its
respective business.
I. Captions
and Headings. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
J. Severability. If
any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby.
K. Interpretation
of Law. As used in this Agreement, terms shall have the same meaning
as such terms have in the 1940 Act. Where the effect of a requirement
of the federal securities laws reflected in any provision of this Agreement is
made less restrictive by a rule, regulation or order of the SEC, whether of
special or general application, such provision shall be deemed to incorporate
the effect of such rule, regulation or order.
* * *
IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
by their officers designated below as of the 10th day
of November, 2009. This Agreement may be signed in
counterparts.
NEW YORK
LIFE INVESTMENT MANAGEMENT LLC
Attest: /s/
▇▇▇▇▇▇
▇▇▇▇▇ By: /s/
▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇
▇▇▇▇▇ Name:
▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice
President and
Assistant Title:
Executive Vice President
General
Counsel
Attest: /s/
▇▇▇▇▇▇
▇▇▇▇▇ By: /s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇
▇▇▇▇▇ Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
Title: Assistant
Secretary Title: President
SCHEDULE
A
(As of
November 10, 2009)
For all
services rendered by the Manager hereunder, each Fund of the Trust shall pay the
Manager and the Manager agrees to accept as full compensation for all services
rendered hereunder, at annual fee equal to the following:
|
FUND
|
ANNUAL
RATE
|
|
MainStay
Epoch Global Equity Yield Fund
|
0.70%
on all assets
|
|
MainStay
Epoch International Small Cap Fund
|
1.10%
on all assets
|
|
MainStay
Epoch U. S. Equity Fund
|
0.80%
on all assets
|
|
MainStay
Epoch Global Choice Fund
|
1.00%
on all assets
|
303805_1.DOC
ECLIPSE
FUNDS, ECLIPSE FUNDS INC., THE MAINSTAY FUNDS,
MAINSTAY
FUNDS TRUST AND MAINSTAY VP SERIES FUND, INC.
AMENDMENT
TO THE SUBADVISORY AGREEMENT
This
Amendment to the Subadvisory Agreement, is made as of the 10th day
of November 2009, between New York Life Investment Management LLC, a Delaware
limited liability company (the “Manager”) and Epoch Investment Partners, Inc., a
Delaware corporation (the “Subadvisor”).
WHEREAS,
the Manager and the Subadvisor are parties to a Subadvisory Agreement, dated
June 29, 2009, as amended (“Agreement”); and
WHEREAS,
the parties hereby wish to amend the Agreement to add the MainStay Epoch Global
Choice Fund, MainStay Epoch Global Equity Yield Fund, MainStay Epoch
International Small Cap Fund and MainStay Epoch U.S. Equity Fund, each a series
of the MainStay Funds Trust.
NOW,
THEREFORE, the parties agree as follows:
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(i)
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Schedule
A is hereby amended by deleting it in its entirety and replacing it with
the Schedule attached hereto.
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IN WITNESS WHEREOF, the parties have
executed this Amendment to be effective as of the date first written
above.
NEW YORK
LIFE INVESTMENT MANAGEMENT LLC
By: /s
▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇
▇. ▇▇▇▇▇
Title: Executive
Vice President
EPOCH
INVESTMENT PARTNERS, INC.
By: /s/
▇▇▇▇▇▇▇ Taussig___________
Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief
Operating Officer
C:\NrPortbl\NYLINV\MWHITMAN\303805_1.DOC
SCHEDULE
A
(Revised
as of November 10, 2009)
As
compensation for services provided by Subadvisor with respect to each of the
following Series the Manager will pay the Subadvisor and Subadvisor agrees to
accept as full compensation for services rendered hereunder, an annual
subadvisory fee with respect to such Series equal to the following:
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SERIES
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ANNUAL
RATE
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MainStay
Epoch Global Choice Fund
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0.50%
on all assets
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MainStay
Epoch Global Equity Yield Fund
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0.35%
on all assets
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MainStay
Epoch International Small Cap Fund
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0.55%
on all assets
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MainStay
Epoch U.S. All Cap Fund2
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0.425%
on assets up to $500 million;
0.4125%
on assets from $500 million to $1 billion; and
0.40%
on assets over $1 billion
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MainStay
Epoch U.S. Equity Fund
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0.40%
on all assets
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MainStay
Small Cap Growth Fund1,
2
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0.425%
on assets up to $1 billion; and
0.40%
on assets over $1 billion
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MainStay
U.S. Small Cap Fund1,
2
(formerly
Small Company Value Fund)
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0.425%
on assets up to $1 billion; and
0.40%
on assets over $1 billion
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MainStay
Income Builder Fund2,
3 (formerly Total
Return Fund)
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50%
of the effective gross management fee
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MainStay
VP Developing Growth Portfolio2
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0.400%
on assets up to $200 million;
0.375%
on assets from $200 million to $500 million;
0.3625%
on assets from $500 million to $1 billion; and
0.350%
on assets over $1 billion
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MainStay
VP Total Return Portfolio2,4
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50%
of the effective gross management
fee
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The fee
based upon the average daily net assets of the respective Series, unless
otherwise noted, shall be accrued daily at the rate of 1/(number of days in
calendar year) of the annual rate applied to the daily net assets of the
Series.
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Payment
will be made to the Subadvisor on a monthly
basis.
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1
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With
respect to the MainStay Small Cap Growth Fund and MainStay U.S. Small Cap
Fund, to the extent that the net management fee ratio for the Fund is less
than the subadvisory fee ratio due to total net expense limitation
reimbursements, the Subadvisor has agreed to receive an amount equal to
the net management fees.
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2
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Effective
three years after the date of this Agreement, the Subadvisor will equally
share in any modifications to the management fee or management fee
breakpoints for the Series that are implemented subsequent to the date of
this Agreement.
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3
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Based
on the percentage of the Subadvisor’s Allocated Assets constituting the
Series’ average daily net assets. For reference, the management fee
schedule for MainStay Income Builder Fund is 0.64% on assets up to $500
million; 0.60% on assets between $500 million and $1 billion; and 0.575%
on assets in excess of $1 billion.
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4
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Based
on the percentage of the Subadvisor’s Allocated Assets constituting the
Series’ average daily net assets. For reference, the management
fee schedule for MainStay VP Total Return Portfolio is 0.57% on assets up
to $1 billion and 0.55% on assets in excess of $1
billion.
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