AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT AMONG THE MAINSTAY FUNDS, ECLIPSE FUNDS, ECLIPSE FUNDS INC. AND ICAP FUNDS, INC. AND NYLIM SERVICE COMPANY LLC
AMENDED
AND RESTATED
AMONG
THE
MAINSTAY FUNDS, ECLIPSE FUNDS,
ECLIPSE
FUNDS INC. AND ICAP FUNDS, INC.
AND
NYLIM
SERVICE COMPANY LLC
Table of
Contents
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Article
1 Terms of Appointment: Duties of NSC
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1
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Article
2 Fees and Expenses
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5
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Article
3 Representations and Warranties of NSC
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5
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Article
4 Representations and Warranties of the
Funds
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6
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Article
5 Indemnification
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6
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Article 6
Covenants of the Funds and NSC
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8
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Article
7 Insurance
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10
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Article 8
Termination of Agreement
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10
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Article
9 Additional Series
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10
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Article 10
Assignment / Delegation
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10
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Article
11 Amendment
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11
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Article
12 New York Law to Apply
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11
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Article
13 Severability
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11
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Article
14 Counterparts
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11
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Article
15 Obligations and Rights of Each Fund /
Series
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11
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Article
16 Merger of Agreement
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11
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225537v13
AMENDED
AND RESTATED
This
AMENDED AND RESTATED TRANSFER
AGENCY AND SERVICE AGREEMENT made as of the 1st day of
October, 2008, by and among The MainStay Funds and Eclipse Funds, each a
Massachusetts business trust, and Eclipse Funds Inc. and ICAP Funds, Inc., each
a Maryland corporation (each, a “Fund” and collectively, the “Funds”) and NYLIM SERVICE COMPANY LLC, a
Delaware limited liability company, having its principal office and place of
business at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
(“NSC”).
WHEREAS, the Funds desire to
appoint NSC as their named transfer agent, dividend disbursing agent and agent
in connection with certain other activities, and NSC desires to accept such
appointment effective the date first set forth above; and
WHEREAS, the Funds previously
entered into Transfer Agency and Service Agreements with NSC, as
follows: The MainStay Funds, effective April 28, 1997, Amended and
Restated as of August 1, 2002; Eclipse Funds, effective December 12, 2000;
Eclipse Funds Inc., effective May 2, 1998; and ICAP Funds, Inc., effective
September 1, 2006 (collectively, “the Previous Agreements”); and
WHEREAS, the Funds are
authorized to issue shares in separate series and classes, with each such series
representing interests in a separate portfolio of securities and other assets;
and
WHEREAS, The MainStay Funds
currently offers shares in twenty-one (21) series; Eclipse Funds currently
offers shares in three (3) series; Eclipse Funds Inc. currently offers shares in
twenty-three (23) series; and ICAP Funds, Inc. currently offers shares in four
(4) series (each a “Series,” and together with all other series subsequently
established by the Funds and made subject to this Agreement in accordance with
Article 9, the “Series”);
NOW, THEREFORE, in
consideration of the mutual covenants herein contained, the parties hereto agree
as follows:
Article
1 Terms of
Appointment: Duties of NSC
1.01. Subject
to the terms and conditions set forth in this Agreement, effective as of the
date above, the Funds hereby employ and appoint NSC to act as, and NSC agrees to
act as, transfer agent for the Funds’ authorized and issued shares of beneficial
interest (“Shares”), dividend disbursing agent and agent in connection with any
rights of accumulation, letters of intent or similar purchase plans provided to
the shareholders of record of the Funds (“Shareholders”) and set out in the
Prospectus (which term when used in this Agreement includes the Statement of
Additional Information) of the Funds, as now in effect or as hereafter amended
or supplemented from time to time without written objection by NSC or as
mutually agreed upon from time to time.
2
1.02. NSC
agrees that it will perform the following services:
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(a)
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In
accordance with procedures established from time to time by agreement
between the Funds and NSC, NSC
shall:
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(i)
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receive
for acceptance orders for the purchase of Shares, and promptly deliver
payment and appropriate documentation therefor to the custodian of the
applicable Series duly appointed by the Directors/Trustees of the Funds
(the “Custodian”);
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(ii)
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pursuant
to orders for the purchase of Shares, record the purchase of the
appropriate number of Shares in the Shareholder’s
account;
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(iii)
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pursuant
to instructions provided by Shareholders, reinvest income dividends and
capital gains distributions in additional Shares of the
Funds;
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(iv)
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receive
for acceptance redemption and repurchase requests and directions, and
deliver the appropriate documentation therefor to the
Custodian;
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(v)
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at
the appropriate time as and when it receives monies paid to it by the
Custodian with respect to any redemption and repurchase, pay over or cause
to be paid over in the appropriate manner such monies as instructed by the
redeeming Shareholders;
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(vi)
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determine,
upon receipt of a request for the redemption or repurchase of Shares, for
each Shareholder the amount, if any, of such redemption or repurchase
which is subject to a contingent deferred sales charge as described in the
Prospectus as from time to time in effect, withhold the amount of such
sales charge from the redemption or repurchase proceeds, and remit the
amount of such sales charge to the principal underwriter of the Shares of
the Funds or such other person as the Funds shall designate in
writing;
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(vii)
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effect
transfers of Shares by the registered owners thereof upon receipt of
appropriate documentation meeting the requirements set forth in the Funds’
current Prospectuses;
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(viii)
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prepare
and transmit payments for dividends and distributions declared by the
Funds other than such dividends and distributions reinvested under
1.02(a)(iii);
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(ix)
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maintain
records of account for and advise the Funds and its Shareholders as to the
foregoing; and
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(x)
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effect
exchanges of Shares of one Series for Shares of the same class of another
Series upon receipt of appropriate authorization meeting the requirements
set forth in the Funds’ current
Prospectuses.
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3
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(b)
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In
addition to and not in lieu of the services set forth in the above
paragraph (a), NSC shall: (i) perform all of the customary
services of a transfer agent, dividend disbursing agent and, as relevant,
agent in connection with rights of accumulation, letters of intent or
similar purchase plans. The detailed definition, frequency,
limitations and associated costs (if any) set out in the attached Transfer
Agency Fee Schedule, may include but are not limited to: maintaining all
Shareholder accounts; preparing Shareholder meeting lists; mailing proxy
statements and proxies; receiving and tabulating proxies; mailing
Shareholder reports and Prospectuses to current Shareholders; withholding
taxes on U.S. resident and non-resident alien accounts where applicable;
preparing and filing U.S. Treasury Department Forms 1099 and other
appropriate forms required with respect to dividends and distributions by
federal authorities for all registered Shareholders; preparing and mailing
confirmations and statements of account to Shareholders for all purchases;
redemptions and repurchases of Shares and other confirmable transactions
in Shareholder accounts; preparing and mailing activity statements for
Shareholders; and providing Shareholder account information; and
(ii) provide to the Funds periodically (as frequently as daily if
required) a written report that will enable the Funds to monitor the total
number of Shares sold and the aggregate public offering price thereof in
each State by the Funds or each of the Funds, added by sales in each State
of the registered Shareholder or dealer branch office, as requested by the
Funds. If directed by the Funds, each confirmation of the
purchase which establishes a new account will be accompanied by a
Prospectus and any amendment or supplement thereto. A
Prospectus and any amendment or supplement will be mailed to a Shareholder
promptly following such Prospectus, amendment or supplement becoming
effective. The Funds shall: (i) identify to NSC
in writing those transactions and assets to be treated as exempt from the
blue sky reporting to the Funds for each State; and (ii) approve
those transactions to be included for each State on the system prior to
activation and thereafter monitor the daily activity for each
State. The responsibility of NSC for the Funds’ blue sky State
registration status is limited to the reporting of transactions as
described above.
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(c)
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Additionally,
NSC shall:
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(i)
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Utilize
a system to identify all share transactions which involve purchase,
redemption and repurchase orders that are processed at a time other than
the time of the computation of net asset value (“NAV”) per share next
computed after receipt of such orders, and shall compute the net effect
upon the Funds of such transactions so identified on a daily and
cumulative basis.
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(ii)
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If
upon any day the cumulative net effect of such transactions upon the Funds
is negative (the Funds determines there is loss resulting from NSC’s
error) and the per share NAV error is less than 1/2 of 1% of the
originally computed NAV, but greater than one cent, NSC shall promptly
make a payment to the Funds in cash or through the use of a credit, in the
manner described in paragraph (iv) below, in such amount as may be
necessary to reimburse the Funds for the net loss; and if the per share
NAV error equals or exceeds 1/2 of 1% of the originally computed per share
NAV, and is greater than one cent, NSC shall make account adjustments or
take such other action as is necessary to compensate Shareholders for
Shareholder losses and reimburse the Funds for the amount of
losses.
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(iii)
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If
on the last business day of the Funds’ fiscal year the cumulative net
effect upon the Funds (adjusted by the amount of all prior payments and
credits by NSC and the Fund) is negative, the Funds shall be entitled to a
reimbursement by NSC of an amount equal to the negative cumulative
amount.
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(iv)
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At
the end of the Funds’ fiscal year, any positive cumulative net effect upon
the Fund shall be deemed to be a credit to NSC. Any portion of
a credit to NSC not so used by it shall remain as a credit to be used as
payment against the amount of any future negative cumulative net effects
that would otherwise require a cash payment or fee reduction to be made to
the Fund pursuant to paragraphs (ii) or (iii) above (regardless of whether
or not the credit or any portion thereof arose in the same calendar year
as that in which the negative cumulative net effects or any portion
thereof arose).
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(v)
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NSC
shall supply to the Funds from time to time, as mutually agreed upon,
reports summarizing the transactions identified pursuant to paragraph (i)
above, and the daily and cumulative net effects of such transactions, and
shall advise the Funds at the end of each month of the net cumulative
effect at such time. NSC shall promptly advise the Funds if at
any time the cumulative net effect exceeds a dollar amount equivalent to
one cent per share.
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(vi)
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In
the event that this Agreement is terminated for whatever cause, or this
provision 1.02(c) is terminated pursuant to paragraph (vii) below, the
Funds shall promptly pay to NSC an amount in cash equal to the amount by
which the cumulative net effect upon the Funds is positive or, if the
cumulative net effect upon the Funds is negative, NSC shall promptly pay
to the Funds an amount in cash equal to the amount of such cumulative net
effect.
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(vii)
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This
provision 1.02(c) of the Agreement may be terminated by NSC at any time
without cause, effective as of the close of business on the date written
notice (which may be by facsimile) is received by the
Funds.
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Procedures
applicable to certain of these services may be established from time to time by
agreement between the Funds and NSC.
Article
2 Fees and
Expenses
2.01. For
performance by NSC pursuant to this Agreement, the Funds agree to pay NSC an
annual fee for each Shareholder account as set out in the Transfer Agency Fee
Schedule attached hereto. Such fees may be changed from time to time
by mutual written agreement between the Funds and NSC.
2.02. In
addition to the fee paid under Section 2.01 above, the Fund agrees to reimburse
NSC for any advances that may be incurred by NSC relating to the items set out
in the fee schedule attached hereto. In addition, any other expenses
incurred by NSC at the request or with the consent of the Fund, will be
reimbursed by the Fund.
2.03. The
Funds agree to pay all fees promptly. The terms and method for such
payments are provided on the attached Transfer Agency Fee Schedule.
Article
3 Representations
and Warranties of NSC
NSC
represents and warrants to the Funds that:
3.01. It
is a limited liability company duly organized and existing and in good standing
under the laws of the State of Delaware.
3.02. It
has the legal power and authority to carry on its business in the State of New
Jersey.
3.03. It
is empowered under applicable laws and by its Charter and Operating Agreement to
enter into and perform this Agreement.
3.04. All
requisite corporate proceedings required by its Charter and Operating Agreement
have been taken to authorize it to enter into and perform this
Agreement.
3.05. It
is duly registered as transfer agent under Section 17A of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
3.06. It
has and will continue to have access to the necessary facilities, equipment and
personnel to perform its duties and obligations under this
Agreement.
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Article
4 Representations
and Warranties of the Funds
The Funds
represent and warrant to NSC that:
4.01. The
MainStay Funds and Eclipse Funds are each business trusts duly organized and
existing under the laws of the Commonwealth of Massachusetts. ICAP
Funds, Inc. and Eclipse Funds Inc. are each corporations duly organized and
existing under the laws of the State of Maryland.
4.02. Each
of the respective Funds is, empowered under applicable laws and by its Articles
of Incorporation or Declaration of Trust, as applicable, and By-Laws
(collectively, the “Organizational Documents”) to enter into and perform this
Agreement.
4.03. All
corporate proceedings required by each Fund’s Organizational Documents have been
taken to authorize it to enter into and perform this Agreement.
4.04. Each
of the respective Funds is an investment company separately registered under the
Investment Company Act of 1940, as amended (“Investment Company
Act”).
4.05. For
each of the respective Funds, a registration statement under the Securities Act
of 1933 has been filed, and appropriate state securities law filings have been
made and will continue to be made, with respect to all Shares of the Funds being
offered for sale. Each Fund shall notify NSC when its registration
statement is amended to include additional Series of the Fund and shall notify
NSC if its registration statement or any state securities registration or
qualification has been terminated or a stop order has been entered with respect
to that Fund’s Shares.
4.06 All
outstanding Shares are validly issued, fully paid and non-assessable and when
Shares are hereafter issued in accordance with the terms of the Organizational
Documents and the Registration Statement with respect to each Fund, such Shares
shall be validly issued, fully paid and non-assessable.
Article 5 Indemnification
5.01. NSC
shall not be responsible for, and the Funds shall severally indemnify and hold
NSC harmless from and against, any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liability arising out of or attributable
to:
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(a)
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All
actions of NSC or its agents or subcontractors required to be taken
pursuant to this Agreement, provided that such actions are taken in good
faith and without negligence or willful
misconduct.
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(b)
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The
Funds’ refusal or failure to comply with the terms of this Agreement, or
which arise out of the Funds’ lack of good faith, negligence or willful
misconduct, or which arise out of the breach of any representation or
warranty of the Funds hereunder.
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(c)
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The
reliance on or use by NSC or its agents or subcontractors of information,
records and documents which (i) are received by NSC or its agents or
subcontractors and furnished to it by or on behalf of the Funds, and (ii)
have been prepared and/or maintained by the Funds or any other person or
firm (except NSC or its agents) on behalf of the
Funds.
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(d)
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The
reliance on or the carrying out by NSC or its agents or subcontractors of
any written instructions or requests reasonably believed by NSC in good
faith to be given by an authorized person of the
Funds.
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(e)
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The
offer or sale of Shares in violation of any requirement under the federal
securities laws or regulations, or the securities laws or regulations of
any state that such Shares be registered in such state, or in violation of
any stop order or other determination or ruling by any federal agency or
any state with respect to the offer or sale of such Shares in such state,
unless such violation is the result of NSC’s negligent or willful failure
to comply with the provisions of Section 1.02(b) of this Agreement unless
the Funds shall have provided three (3) days’ written notice to NSC not to
accept purchases in any state.
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5.02. NSC
shall indemnify and hold the Funds harmless from any losses, damages, costs or
expenses that arise out of NSC’s refusal or failure to comply with the terms of
this Agreement, or which arise out of NSC’s negligence or willful misconduct or
which arise out of the breach of any representation or warranty of NSC hereunder
or which arise out of such refusal, failure, negligence, willful misconduct or
breach by NSC’s agents or subcontractors. Notwithstanding anything
contained in this Agreement to the contrary, NSC shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Funds or any
Series in connection with the matters to which this Agreement relates, except
for a loss resulting from NSC’s willful misfeasance, bad faith or negligence in
its performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.
5.03. At
any time NSC may apply to any officer of the Funds for instructions, and may
consult with legal counsel of the Funds with respect to any matter arising in
connection with the services to be performed by NSC under this Agreement, and
NSC and its agents or subcontractors shall not be liable and shall be
indemnified by the respective Funds for any action taken or omitted by it in
reliance upon such instructions or upon the opinion of such
counsel. NSC, its agents and subcontractors shall be protected and
indemnified in acting upon any paper or document furnished by or on behalf of
the Funds, reasonably believed to be genuine and to have been signed by the
proper person or persons, or upon any instruction, information, data, records or
documents provided to NSC or its agents or subcontractors by telephone, in
person, machine readable input, CRT data entry or other similar means authorized
by the Funds, and shall not be held to have notice of any change of authority of
any person, until receipt of written notice thereof from the
Funds. NSC, its agents and subcontractors shall also be protected and
indemnified in recognizing stock certificates that are reasonably believed to
bear the proper manual or facsimile signatures of the officer or officers of the
Fund, and the proper countersignature of any former transfer agent or registrar,
or of a co-transfer agent or co-registrar.
8
5.04. In
the event either party is unable to perform its obligations under the terms of
this Agreement because of acts of God, strikes, equipment or transmission
failure or damage reasonably beyond its control, or other causes reasonably
beyond its control, such party shall not be liable for damages to the other for
any damages resulting from such failure to perform or otherwise from such
causes. Notwithstanding the above, NSC shall maintain a comprehensive
business continuity plan and will provide an executive summary of such plan upon
reasonable request of the Funds.
5.05. Neither
party to this Agreement shall be liable to the other party for consequential
damages under any provision of this Agreement or for any act or failure to act
hereunder.
5.06. In
order that the indemnification provisions contained in this Article 5 shall
apply, upon the assertion of a claim for which any party may be required to
indemnify another, the party seeking indemnification shall promptly notify the
other party of such assertion, and shall keep the other party advised with
respect to all developments concerning such claim. The party that may
be required to indemnify shall have the option to participate with the party
seeking indemnification in the defense of such claim. The party
seeking indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to indemnify it,
except with the other party’s prior written consent.
Article 6 Covenants of the Funds and
NSC
6.01. Each
Fund shall promptly furnish to NSC the following:
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(a)
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A
certified copy of the resolution of the Fund’s Directors/Trustees
authorizing the appointment of NSC and the execution and delivery of this
Agreement.
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(b)
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A
copy of the Fund’s Organizational Documents and all amendments
thereto.
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(c)
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Copies
of the Fund’s Registration Statements, as amended to date, and the most
recently filed Post-Effective Amendment thereto, filed by the Fund with
the Securities and Exchange Commission (“SEC”) under the Securities Act
and the 1940 Act, together with any applications filed in connection
therewith.
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6.02. NSC
hereby agrees to establish and maintain facilities and procedures reasonably
acceptable to the Funds for safekeeping of stock certificates, check forms and
facsimile signature imprinting devices, if any; and for the preparation or use,
and for keeping account of, such certificates, forms and devices.
6.03. NSC
shall keep records relating to the services to be performed hereunder, in the
form and manner as it may deem advisable. To the extent required by
Section 31 of the Investment Company Act and the rules thereunder, NSC agrees
that all such records, and those records that the Funds and NSC agree from time
to time to be the records of each Fund, as applicable, will be preserved and
maintained at the expense of the Funds and made available in accordance with
Section 31 of the Investment Company Act and the rules thereunder, along with
this Agreement, and will be surrendered promptly to the Funds at its
request. Records surrendered hereunder shall be in machine readable
form, except to the extent that NSC has maintained such a record only in paper
form.
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6.04. NSC
and the Funds agree that all books, records, information and data pertaining to
the business of the other party which are exchanged or received pursuant to the
negotiation or the carrying out of this Agreement shall remain confidential, and
shall not be voluntarily disclosed to any other person, except for purposes of
fulfilling such party’s duties under this Agreement or as may be required by
law.
6.05. In
case of any requests or demands for the inspection of the Shareholder records of
any of the respective Funds, NSC will endeavor to notify the respective Fund and
to secure instructions from an authorized officer of such Fund as to such
inspection. NSC reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by counsel to the Funds
that it may be held liable for the failure to exhibit the Shareholder records to
such person.
6.06. NSC
shall maintain a disaster recovery and business continuity plan and adequate and
reliable computer and other equipment necessary and appropriate to carry out its
obligations under this Agreement. Upon the Funds’ reasonable request,
NSC shall provide supplemental information concerning the aspects of its
disaster recovery and business continuity plan that are relevant to the services
hereunder.
6.07. NSC
acknowledges that each Fund, as a registered investment company under the
Investment Company Act, is subject to the provisions of that Act and the rules
and regulations thereunder, and that the offer and sale of the Fund’s Shares are
subject to the provisions of federal and state laws and regulations applicable
to the offer and sale of securities. The Funds acknowledge that NSC
is not responsible for the Funds’ compliance with such laws and
regulations. If the Funds advise NSC that a procedure of NSC related
to the discharge of its obligations hereunder has or may have the effect of
causing the Funds to violate any of such laws or regulations, NSC shall use its
best efforts to develop an alternative procedure which does not have such
effect.
6.08 NSC
acknowledges receipt of a copy of the Funds' procedures (the “AML Procedures”)
designed to comply with the Funds’ obligations under the U.S. Bank Secrecy Act
of 1970 (31 U.S.C. 5311 et seq.) and the implementing regulations thereunder
(the “BSA”). NSC hereby accepts responsibility for implementing the
AML Procedures with respect to shareholder accounts NSC maintains for the
Funds. The Funds hereby direct, and NSC acknowledges, that NSC shall
(1) permit federal regulators access to such information and records
maintained by NSC and relating to NSC’s implementation of the AML Procedures on
behalf of the Funds, as they may request; and (2) permit such federal
regulators to inspect NSC’s implementation of the AML Procedures on behalf of
the Funds.
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Article 7 Insurance
7.01. NSC
shall maintain insurance of the types and in the amounts required by the State
of New Jersey. To the extent that policies of insurance may provide for coverage
of claims for liability or indemnity by the parties set forth in this Agreement,
the contracts of insurance shall take precedence, and no provision of this
Agreement shall be construed to relieve an insurer of any obligation to pay
claims to the respective Funds, NSC or other insured party that otherwise would
be a covered claim in the absence of any provision of this
Agreement.
7.02. NSC
shall notify the Funds should its insurance coverage with respect to
professional liability or errors and omissions coverage be canceled or reduced.
Such notification shall include the date of change and the reasons therefor. NSC
shall notify the Funds of any material claims against it with respect to
services performed under this Agreement, whether or not they may be covered by
insurance, and shall notify the Funds from time to time as may be appropriate of
the total outstanding claims made by NSC under its insurance
coverage.
Article 8 Termination of
Agreement
8.01. This
Agreement may be terminated by NSC or a Fund (as to a specific Fund or Funds)
upon one hundred twenty (120) days’ written notice to the other.
8.02. Should
one or more of the Funds exercise its right to terminate other than for cause,
all out-of-pocket expenses associated with the movement of records and material
will be borne by the respective Fund. Additionally, NSC reserves the right to
charge for any other reasonable expenses associated with such termination and/or
a charge equivalent to the average of the most recent three (3) months’
fees.
Article 9 Additional
Series
9.01. In
the event that the Funds establish one or more Series or classes of Shares in
addition to the existing Series or classes with respect to which it desires to
have NSC render services as transfer agent under the terms hereof, it shall so
notify NSC in writing, and unless NSC objects in writing to providing such
services, the term “Series” hereunder, unless the context otherwise requires,
shall be deemed to include such Series or classes of Shares.
Article 10 Assignment /
Delegation
10.01. Except
as provided in Section 10.03 below, neither this Agreement nor any rights or
obligations hereunder may be assigned by either party without the written
consent of the other party.
10.02. This
Agreement shall inure to the benefit of and be binding upon the parties and
their respective permitted successors and assigns.
10.03. NSC
may, at its own expense and without further consent on the part of the Funds,
subcontract for the performance hereof with any subcontractor, including
affiliates thereof, or any affiliate of NSC provided, however, that NSC shall be
fully responsible to the Funds for the acts and omissions of any subcontractor
as it is for its own acts and omissions.
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Article
11 Amendment
11.01. This
Agreement may be amended or modified by a written agreement executed by both
parties.
Article 12 New York Law to
Apply
12.01. This
Agreement shall be governed by and construed under the laws of the State of New
York, without giving effect to choice of law rules.
Article 13 Severability
13.01 If
any part, term or provision of this Agreement is determined by the courts or any
regulatory authority having jurisdiction over the issue to be illegal, in
conflict with any law or otherwise invalid, the remaining portion or portions of
this Agreement shall be considered severable and not be affected, and the rights
and obligations of the parties shall be construed and enforced as if the
Agreement did not contain the particular part, term or provision held to be
illegal or invalid.
Article 14 Counterparts
14.01 This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original; but such counterparts shall, together, constitute only
one instrument.
Article 15 Obligations and Rights of
Each Fund / Series
15.01 This
Agreement is executed by each Fund with respect to such Fund only and with
respect to each of the Series of such Fund. The obligations hereunder
are not binding upon any of the Directors / Trustees, officers or Shareholders
of the Funds individually but are binding only upon the Series to which such
obligations pertain and the assets and property of such Series. All
obligations of the Funds under this Agreement shall apply only on a
Series-by-Series basis, and the assets of one Series shall not be liable for the
obligations of another Series or any other Fund.
Article 16 Merger of
Agreement
16.01. This
Agreement constitutes the entire agreement between the parties hereto and
supersedes any prior agreement with respect to the subject hereof whether oral
or written.
12
IN WITNESS WHEREOF the parties
hereto have caused this Agreement to be executed in their names and on their
behalf by and through their duly authorized officers as of the day and year
first written above.
THE
MAINSTAY FUNDS
By:
Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
Title: President
ECLIPSE
FUNDS
By:
Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
Title: President
ECLIPSE
FUNDS INC.
By:
Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
Title: President
ICAP
FUNDS, INC.
By:
Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
Title: President
NYLIM
SERVICE COMPANY LLC
By:
Name: ▇▇▇▇▇▇
▇. ▇▇▇▇▇
Title: President
and Chief Executive Officer
13
TRANSFER
AGENCY FEE SCHEDULE
As
Amended and Restated October 1, 2008
1) Maintenance
and Transaction Charges – Billable Monthly*
* The funds listed below
will be billed at the greater of A or B.
A) Per
Account Annual Fee:
The
following Funds will be billed at a rate of 1/12 of the annual fee for each Fund
account serviced during the month. “Accounts serviced” is defined as
all open accounts at month end and accounts that close during the month,
including underlying Shareholder accounts which may be held in an omnibus
positions and serviced by other administrators.
THE MAINSTAY
FUNDS
|
EQUITY
FUNDS
|
ACCOUNT
RATES
|
|
MainStay
Capital Appreciation Fund
|
$24.34
|
|
MainStay
Common Stock Fund
|
$24.34
|
|
MainStay
Equity Index Fund
|
$24.34
|
|
MainStay
International Equity Fund
|
$24.34
|
|
MainStay
Large Cap Growth Fund
|
$24.34
|
|
MainStay
MAP Fund
|
$24.34
|
|
MainStay
Mid Cap Growth Fund
|
$24.34
|
|
MainStay
Mid Cap Value Fund
|
$24.34
|
|
MainStay
Small Cap Growth Fund
|
$24.34
|
|
MainStay
Small Cap Value Fund
|
$24.34
|
|
MainStay
Value Fund
|
$24.34
|
|
FIXED
INCOME & BLENDED FUNDS
|
ACCOUNT
RATES
|
|
MainStay
Convertible Fund
|
$28.86
|
|
MainStay
Diversified Income Fund
|
$28.86
|
|
MainStay
Global High Income Fund
|
$28.86
|
|
MainStay
Government Fund
|
$28.86
|
|
MainStay
High Yield Corporate Bond Fund
|
$28.86
|
|
MainStay
Institutional Bond Fund
|
$28.86
|
|
MainStay
Tax Free Bond Fund
|
$28.86
|
|
MainStay
Total Return Fund
|
$28.86
|
|
MONEY
MARKET FUND
|
ACCOUNT
RATES
|
|
MainStay
Money Market Fund
|
$31.67
|
|
MainStay
Principal Preservation Fund
|
$31.67
|
ECLIPSE
FUNDS
|
EQUITY
FUNDS
|
ACCOUNT
RATES
|
|
Mid
Cap Opportunity Fund
|
$24.34
|
|
Small
Cap Opportunity Fund
|
$24.34
|
|
FIXED
INCOME & BLENDED FUND
|
ACCOUNT
RATES
|
|
Balanced
Fund
|
$28.86
|
ECLIPSE FUNDS
INC.
|
EQUITY
FUNDS
|
ACCOUNT
RATES
|
|
All
Cap Growth Fund
|
$24.34
|
|
Conservative
Allocation Fund
|
$24.34
|
|
Growth
Allocation Fund
|
$24.34
|
|
Growth
Equity Fund
|
$24.34
|
|
Large
Cap Opportunity Fund
|
$24.34
|
|
Moderate
Allocation Fund
|
$24.34
|
|
Moderate
Growth Allocation Fund
|
$24.34
|
|
S&P
500 Index Fund
|
$24.34
|
|
MainStay
130/30 Core Fund
|
$24.34
|
|
MainStay
130/30 Growth Fund
|
$24.34
|
|
MainStay
130/30 International Fund
|
$24.34
|
|
MainStay
Retirement 2010
|
$24.34
|
|
MainStay
Retirement 2020
|
$24.34
|
|
MainStay
Retirement 2030
|
$24.34
|
|
MainStay
Retirement 2040
|
$24.34
|
|
MainStay
Retirement 2050
|
$24.34
|
|
FIXED
INCOME & BLENDED FUNDS
|
ACCOUNT
RATES
|
|
Floating
Rate Fund
|
$28.86
|
|
Income
Manager Fund
|
$28.86
|
|
Indexed
Bond Fund
|
$28.86
|
|
Intermediate
Term Bond Fund
|
$28.86
|
|
Short-Term
Bond Fund
|
$28.86
|
|
MainStay
130/30 High Yield Fund
|
$28.86
|
|
MONEY
MARKET FUND
|
ACCOUNT
RATES
|
|
Cash
Reserves Fund
|
$31.67
|
ICAP FUNDS,
INC.
|
EQUITY
FUNDS
|
ACCOUNT
RATES
|
|
MainStay
ICAP Equity Fund
|
$24.34
|
|
MainStay
ICAP Select Equity Fund
|
$24.34
|
|
MainStay
ICAP International Fund
|
$24.34
|
|
MainStay
ICAP Global Fund
|
$24.34
|
B) Fund
Minimum (CUSIP/Class/Fund):
The Funds
listed above will be billed at $458.84 per month per CUSIP (i.e., 1/12 of the annual Fund
Minimum charge of $5,506.08) for each Fund serviced during the month that is not
being charged at the per account rate. Those Funds that do not have a
minimum account volume are charged at the Fund Minimum level until such account
volumes are achieved. Seed accounts are excluded from Fund
Minimums.
The fees
and charges set forth above shall increase annually over the fees and charges
during the prior 12 months in an amount equal to the annual percentage of change
in the Northeastern Consumer Price Index as last reported by the U.S. Bureau of
Labor Statistics.
2) Other
Items
A) 529
Products
▇▇▇▇▇▇▇▇▇▇▇’▇ 529 Product currently uses
three MainStay Funds as investment vehicles to support its 529
Portfolios. Each MainStay Fund will be charged $3.00 for each account
that uses the MainStay Funds to support its 529 Portfolio. MainStay
will be charged up to a maximum of $12.00 across all MainStay
Funds.
B) New MainStay
Funds
New MainStay Funds that contain “seed
money” only will not be charged the Fund Minimum.
C) Fund Billing
Restrictions/Caps
In order to facilitate the introduction
of New Fund and Products and keep transfer agency expenses at a minimum, certain
billing restrictions and/or Caps apply to New Funds. New Funds (Class
A, I, R1, R2, and R3) are charged a maximum transfer agency expense of 25 basis
points for one year. After one year, the Fund expenses are reviewed
and, at Management discretion, will either continue to be charged the 25 basis
points maximum or commencement of the per account rate or Fund Minimum charge
will begin.
IN WITNESS WHEREOF, each of
the Funds listed below and NYLIM Service Company LLC have agreed upon this
Transfer Agency Fee Schedule and have caused this Transfer Agency Fee Schedule
to be executed in their names and on their behalf by and through their duly
authorized officers as of the day and year first written above.
THE
MAINSTAY FUNDS
By: /s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
Title: President
ECLIPSE
FUNDS
By: /s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
Title: President
ECLIPSE
FUNDS INC.
By: /s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
Title: President
ICAP
FUNDS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
Title: President
NYLIM
SERVICE COMPANY LLC
By: /s/ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇
Name: ▇▇▇▇▇▇
▇. ▇▇▇▇▇
Title: President
and Chief Executive Officer