Form of Third Amendment to Amended and Restated Master Custodian Agreement
Exhibit j
Form of Third Amendment to Amended and Restated Master Custodian Agreement
This Third Amendment to Amended and Restated Master Custodian Agreement (the “Amendment”) is made and entered into as of May [ ], 2012, by and among each registered investment company identified on the signature page hereto (each such registered investment company shall hereinafter be referred to as a “Fund” and collectively the “Funds”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”).
Witnesseth:
Whereas, the Funds and the Bank are parties to that certain Amended and Restated Master Custodian Agreement dated as of January 1, 2011, and amended from time to time (the “Agreement”); and
Whereas, MainStay DefinedTerm Municipal Opportunities Fund is a newly organized closed-end investment company, registered under the Investment Company Act of 1940, as amended; and
Whereas, MainStay DefinedTerm Municipal Opportunities Fund has requested that the Bank act as its Custodian under the terms of the Agreement; and
Whereas; the parties hereto also wish to amend Appendix A of the Agreement in order to add MainStay New York Tax Free Opportunities Fund, a new series of MainStay Funds Trust, as a portfolio covered under the Agreement.
Now Therefore, for and in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Funds and the Bank hereby agree as follows:
| 1. | As of the date hereof, MainStay DefinedTerm Municipal Opportunities Fund will become a party to the Agreement. |
| 2. | As of the date hereof, the Bank will act as custodian under the terms of the Agreement for MainStay DefinedTerm Municipal Opportunities Fund. |
| 3. | Each Fund and the Bank hereby confirms its representations and warranties set forth in Section 19 of the Agreement. |
| 4. | Appendix A to the Agreement shall be replaced in its entirety by the Appendix A dated May [ ], 2012 attached hereto. |
| 5. | This Amendment is intended to modify and amend the Agreement and the terms of this Amendment and the Agreement are to be construed to be cumulative and not exclusive of each other. Except as provided herein, the Agreement is hereby ratified and confirmed and remains in full force and effect. |
[The remainder of this page has been left blank intentionally.]
In Witness Whereof, the parties have caused this Amendment to be executed by their duly authorized officers to be effective as of the date first above written.
| ECLIPSE FUNDS | MAINSTAY DEFINED TERM MUNICIPAL OPPORTUNITIES FUND |
| By: ________________________ | By: ________________________ |
| Name: | Name: |
| Title: | Title: |
THE MAINSTAY FUNDS
By: ________________________
Name:
Title:
MAINSTAY VP FUNDS TRUST
By: ________________________
Name:
Title:
MAINSTAY FUNDS TRUST
By: ________________________
Name:
Title:
STATE STREET BANK AND TRUST COMPANY
By: ________________________
Name:
Title:
Appendix A
to the
Amended and Restated Master Custodian Agreement
(as of May [ ], 2012)
| Fund | Portfolio |
| The MainStay Funds |
MainStay Common Stock Fund MainStay Convertible Fund MainStay Income Builder Fund MainStay International Equity Fund MainStay Principal Preservation Fund |
| Eclipse Funds |
MainStay Balanced Fund MainStay U.S. Small Cap Fund |
| Eclipse Funds Inc. | MainStay High Yield Opportunities Fund |
| MainStay VP Funds Trust |
MainStay VP Balanced Portfolio MainStay VP Flexible Bond Opportunities Portfolio MainStay VP Floating Rate Portfolio MainStay VP Growth Equity Portfolio MainStay VP ICAP Select Equity Portfolio MainStay VP Income Builder Portfolio MainStay VP International
Equity Portfolio MainStay VP DFA / DuPont Capital Emerging Markets Equity Portfolio MainStay VP Eagle Small Cap Growth Portfolio MainStay XX Xxx Xxx Global Hard Assets Portfolio MainStay XX Xxxxx Balanced Portfolio MainStay VP MFS Utilities Portfolio MainStay VP X. Xxxx Price Equity Income Portfolio MainStay VP PIMCO Real Return Portfolio |
| MainStay Funds Trust |
MainStay Conservative Allocation Fund MainStay Epoch U.S. Equity Fund MainStay Epoch Global Choice Fund MainStay Epoch Global Equity Yield Fund MainStay Epoch International Small Cap Fund MainStay Floating Rate Fund MainStay Growth Equity Fund MainStay High Yield Municipal Bond Fund MainStay ICAP Global Fund MainStay ICAP International Fund MainStay ICAP Select Equity Fund MainStay Indexed Bond Fund MainStay Retirement 2010 Fund MainStay S&P 500 Index Fund MainStay Short Term Bond Fund |
| MainStay DefinedTerm Municipal Opportunities Fund |
