AMENDMENT TO AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Exhibit
h 1 (a) ii
AMENDMENT
TO
AMENDED
AND RESTATED
This
Amendment to the Amended and Restated Transfer Agency and Service Agreement
(“Amendment”) is made on the 24th day of
November, 2009, by and among The MainStay Funds and Eclipse Funds, each a
Massachusetts business trust, Eclipse Funds Inc. and ICAP Funds, Inc., each a
Maryland corporation, and MainStay Funds Trust, a Delaware statutory trust
(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 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000
(“NSC”).
WHEREAS, the Funds and NSC are
parties to an Amended and Restated Transfer Agency and Service Agreement, dated
October 1, 2008 (“Agreement”); and
WHEREAS, the parties hereby
wish to amend the Transfer Agency Fee Schedule in the Agreement in order to
revise the list of funds covered by the Agreement to reflect the liquidation and
dissolution of the MainStay Capital Appreciation Fund, MainStay Mid Cap Value
Fund, and MainStay Small Cap Growth Fund (each a “Liquidation” and,
collectively, the “Liquidations”).
NOW, THEREFORE, the parties
agree that effective with respect to each Liquidation upon its completion, the
Transfer Agency Fee Schedule is hereby amended by deleting it in its entirety
and replacing it with the Schedule attached hereto.
IN WITNESS HEREOF, the parties
hereto have caused this Amendment to be executed by their duly authorized
officers and attested as of this 24th day of
November, 2009.
THE
MAINSTAY FUNDS
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By:
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/s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx
X. Xxxxxx
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Title: President
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ECLIPSE
FUNDS
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By:
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/s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx
X. Xxxxxx
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Title: President
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ECLIPSE
FUNDS INC.
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By:
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/s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx
X. Xxxxxx
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Title: President
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ICAP
FUNDS, INC.
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By:
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/s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx
X. Xxxxxx
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Title: President
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By:
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/s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx
X. Xxxxxx
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Title: President
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NYLIM
SERVICE COMPANY LLC
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By:
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/s/ Xxxxx X. Xxxxxx
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Name: Xxxxx
X. Xxxxxx
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Title: President
and Chief Executive Officer
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2
TRANSFER
AGENCY FEE SCHEDULE
As
Amended on November 24, 2009*
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
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EQUITY FUNDS
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ACCOUNT RATES
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MainStay
Common Stock Fund
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$ | 24.34 | ||
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MainStay
Equity Index Fund
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$ | 24.34 | ||
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MainStay
International Equity Fund
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$ | 24.34 | ||
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MainStay
Large Cap Growth Fund
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$ | 24.34 | ||
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MainStay
MAP Fund
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$ | 24.34 | ||
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FIXED INCOME & BLENDED FUNDS
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ACCOUNT RATES
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MainStay
Convertible Fund
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$ | 28.86 | ||
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MainStay
Diversified Income Fund
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$ | 28.86 | ||
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MainStay
Global High Income Fund
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$ | 28.86 | ||
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MainStay
Government Fund
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$ | 28.86 | ||
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MainStay
High Yield Corporate Bond Fund
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$ | 28.86 | ||
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MainStay
Income Builder Fund
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$ | 28.86 | ||
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MainStay
Tax Free Bond Fund
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$ | 28.86 | ||
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MONEY MARKET FUND
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ACCOUNT RATES
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MainStay
Money Market Fund
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$ | 31.67 | ||
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MainStay
Principal Preservation Fund
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$ | 28.86 | ||
ECLIPSE
FUNDS
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EQUITY FUNDS
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ACCOUNT RATES
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MainStay
U.S. Small Cap Fund
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$ | 24.34 | ||
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FIXED INCOME & BLENDED FUND
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ACCOUNT RATES
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MainStay
Balanced Fund
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$ | 28.86 | ||
3
ECLIPSE FUNDS
INC.
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EQUITY FUNDS
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ACCOUNT RATES
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MainStay
Conservative Allocation Fund
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$ | 24.34 | ||
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MainStay
Epoch U.S. All Cap Fund
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$ | 24.34 | ||
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MainStay
Growth Allocation Fund
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$ | 24.34 | ||
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MainStay
Growth Equity Fund
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$ | 24.34 | ||
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MainStay
Large Cap Opportunity Fund
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$ | 24.34 | ||
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MainStay
Moderate Allocation Fund
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$ | 24.34 | ||
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MainStay
Moderate Growth Allocation Fund
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$ | 24.34 | ||
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MainStay
S&P 500 Index Fund
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$ | 24.34 | ||
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MainStay
130/30 Core Fund
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$ | 24.34 | ||
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MainStay
130/30 Growth Fund
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$ | 24.34 | ||
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MainStay
130/30 International Fund
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$ | 24.34 | ||
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MainStay
Retirement 2010
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$ | 24.34 | ||
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MainStay
Retirement 2020
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$ | 24.34 | ||
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MainStay
Retirement 2030
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$ | 24.34 | ||
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MainStay
Retirement 2040
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$ | 24.34 | ||
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MainStay
Retirement 2050
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$ | 24.34 | ||
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FIXED INCOME & BLENDED
FUNDS
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ACCOUNT RATES
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|||
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MainStay
Floating Rate Fund
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$ | 28.86 | ||
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MainStay
Indexed Bond Fund
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$ | 28.86 | ||
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MainStay
Intermediate Term Bond Fund
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$ | 28.86 | ||
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MainStay
Short-Term Bond Fund
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$ | 28.86 | ||
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MainStay
130/30 High Yield Fund
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$ | 28.86 | ||
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MONEY MARKET FUND
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ACCOUNT RATES
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MainStay
Cash Reserves Fund
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$ | 31.67 | ||
ICAP FUNDS,
INC.
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EQUITY FUNDS
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ACCOUNT RATES
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MainStay
ICAP Equity Fund
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$ | 24.34 | ||
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MainStay
ICAP Select Equity Fund
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$ | 24.34 | ||
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MainStay
ICAP International Fund
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$ | 24.34 | ||
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MainStay
ICAP Global Fund
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$ | 24.34 | ||
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EQUITY FUNDS
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ACCOUNT RATES
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MainStay
Epoch Global Equity Yield Fund
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$ | 24.34 | ||
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MainStay
Epoch International Small Cap Fund
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$ | 24.34 | ||
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MainStay
Epoch U.S. Equity Fund
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$ | 24.34 | ||
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MainStay
Epoch Global Choice Fund
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$ | 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 $5,506.08) for each Fund serviced during the month that is not
being charged at the per account rate. Those Funds that do not have a
minimum account volume are charged at the Fund Minimum level until such account
volumes are achieved. Seed accounts are excluded from Fund
Minimums.
4
The fees
and charges set forth above shall increase annually over the fees and charges
during the prior 12 months in an amount equal to the annual percentage of change
in the Northeastern Consumer Price Index as last reported by the U.S. Bureau of
Labor Statistics.
2) Other
Items
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A)
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529
Products
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Xxxxxxxxxxx’x
529 Product currently uses two MainStay Funds as investment vehicles to support
its 529 Portfolios. Each MainStay Fund will be charged on a pro rated
account basis for each account that uses the MainStay Funds to support its 529
Portfolio, as follows:
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EQUITY FUNDS
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ACCOUNT RATES
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MainStay
MAP Fund
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$ | 24.34 | ||
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FIXED INCOME & BLENDED FUND
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ACCOUNT RATES
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MainStay
High Yield Corporate Bond Fund
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$ | 28.86 | ||
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.
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*
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The
removal of each of the MainStay Capital Appreciation Fund, MainStay Mid
Cap Value Fund and MainStay Small Cap Growth Fund from this Schedule is
effective upon the completion of each respective Fund’s liquidation and
dissolution, which commenced on November 24,
2009.
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5
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.
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THE
MAINSTAY FUNDS
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||
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By:
|
/s/ Xxxxxxx X. Xxxxxx
|
|
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Name: Xxxxxxx
X. Xxxxxx
|
||
|
Title: President
|
||
|
ECLIPSE
FUNDS
|
||
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By:
|
/s/ Xxxxxxx X. Xxxxxx
|
|
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Name: Xxxxxxx
X. Xxxxxx
|
||
|
Title: President
|
||
|
ECLIPSE
FUNDS INC.
|
||
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By:
|
/s/ Xxxxxxx X. Xxxxxx
|
|
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Name: Xxxxxxx
X. Xxxxxx
|
||
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Title: President
|
||
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ICAP
FUNDS, INC.
|
||
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By:
|
/s/ Xxxxxxx X. Xxxxxx
|
|
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Name: Xxxxxxx
X. Xxxxxx
|
||
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Title: President
|
||
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By:
|
/s/ Xxxxxxx X. Xxxxxx
|
|
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Name: Xxxxxxx
X. Xxxxxx
|
||
|
Title: President
|
||
|
NYLIM
SERVICE COMPANY LLC
|
||
|
By:
|
/s/ Xxxxx X. Xxxxxx
|
|
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Name: Xxxxx
X. Xxxxxx
|
||
|
Title: President
and Chief Executive Officer
|
||
6
