EX-99.B9(e)
EXHIBIT 9(e)
MASTER SUBADMINISTRATION AGREEMENT
Exhibit 9(e)
MASTER SUBADMINISTRATION AGREEMENT
SUBADMINISTRATION AGREEMENT, made as of the 3rd day of January, 1994
between New York Life Insurance Company, a New York corporation (the
"Administrator"), and NYLIFE Distributors Inc., a New York corporation (the
"Subadministrator").
WITNESSETH:
WHEREAS, Mainstay Institutional Funds Inc. (the "Company") is an open-end
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act");
WHEREAS, the shares of common stock of the Company (the "Shares") are
divided into separate series (the "Funds"), each of which has been established
pursuant to a written instrument executed by the Directors of the Company, and
the Directors may from time to time terminate such Funds or establish and
terminate additional Funds;
WHEREAS, the Company has been organized for the purpose of investing the
assets of each Fund in securities and other investments and has retained
investment advisers for this purpose;
WHEREAS, the Company has entered into an Administration Agreement with the
Administrator dated December 28, 1990 (the "Administration Agreement"), pursuant
to which the Administrator has agreed to furnish administrative services on the
terms and conditions set forth in the Administration Agreement with regard to
such Funds as shall be designated in supplements to that agreement;
WHEREAS, in connection with rendering the services required under the
Administration Agreement, the Administrator is permitted to retain, at its
expense, such persons or companies (including persons or companies affiliated
with the Administrator) as it believes necessary to assist it in carrying out
its obligations under the Administration Agreement; and
WHEREAS, the Administrator wishes to retain the Subadministrator to assist
it in carrying out its obligations to the Funds under the Administration
Agreement, and the Subadministrator is willing to furnish such assistance to the
Administrator with regard to such Funds as shall be designated in supplements to
this Subadministration Agreement, in connection with the services specified
below and on the terms and conditions hereinafter set forth.
NOW, THEREFORE, the parties agree as follows:
1. The Administrator hereby appoints the Subadministrator to serve as
subadministrator of such Funds as shall be designated in supplements to the
Subadministration Agreement for the period and on the terms set forth in this
Subadministration Agreement. The Subadministrator hereby accepts such
appointment and agrees during such period to render the services herein
described and to assume the obligations set forth herein, for the compensation
herein provided.
2. Subject to the supervision of the Administrator, the Subadministrator
at its expense shall:
A. Prepare and monitor all accounting related SEC and IRS compliance
activities.
B. Perform Net Asset Value calculations in accordance with Rule 2a-4
of the Investment Company Act of 1940 including among others:
Confirm days pricing and pricing policies
Maintain expense ledgers
Verify trade input to authorizations
Record all trade information in Fund Trade
Journals and General Ledgers
Review and record maturities and settlements
Control and record capital stock transactions
Record income collections
Receive and post accrued expenses
Calculate and post interest, discount and premium
accruals
Calculate ex-dividend activities
Monitor all corporate actions
Prepare daily trial balances
File regulatory reports
Prove Net Asset Values and yields
Report daily Net Asset Values to NASDAQ
Review and control daily market prices provided by
pricing services
C. Prepare financial reports for the Board of Directors and
Committees.
D. Prepare financial and related information for the Fund
Registration Statement and file with SEC.
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E. Prepare and publish the public annual and semi-annual reports for
shareholders and file reports with regulatory and state agencies.
F. Maintain the Funds books and records in compliance with
provisions set forth in Section 31 of the Investment Company Act
of 1940 and the rules thereunder including:
Cash Receipts Journal
Cash Disbursements Journal
Dividends Paid Record
Purchase and Sales Journal-Portfolio Securities
Subscription and Redemption Journals
Security Ledgers
Broker-Dealer Ledger
General Ledger
Daily Expense Journals
Daily Interest Journals
Securities and Monies borrowed or loaned Journals
Daily Trial Balances
Investment Income Journals
G. Calculate fund performance data and provide information to
industry publications.
H. Establish and maintain Funds dividend declaration policies to
assure compliance with IRS regulations for income and capital
gains.
I. Coordinate and control activities between Administrator, Transfer
Agent and Custodian (Daily).
J. Update and prepare all tax related notices to shareholders for
their tax reporting requirements.
K. Review and sign tax returns prepared for each fund.
L. Prepare and arrange for the renewal of service contracts of third
party service providers.
M. Oversee and confirm portfolio holdings with the custodians and
investment advisers.
N. Authorize the payment of fund expenses and maintain control over
daily cash balances.
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O. Prepare and file 1099 Notices to appropriate vendors.
3. In rendering the services required under this Subadministration
Agreement, the Subadministrator at its expense may retain, employ, consult or
associate with itself such persons or companies (including persons or companies
affiliated with the Subadministrator) as it believes necessary to assist it in
carrying out its obligations under this Subadministration Agreement.
4. In consideration of the services to be rendered by the
Subadministrator pursuant to this Subadministration Agreement, the Administrator
shall pay the Subadministrator a monthly fee with respect to each Fund based on
the average daily value (as determined on each business day at the time set
forth in the prospectus of the Fund for determining the net asset value per
share) of the net assets of the Fund during the preceding month at the annual
rates set forth in a supplement to this Subadministration Agreement with respect
to that Fund. If the fees payable to the Subadministrator pursuant to this
paragraph 4 begin to accrue before the end of any month or if this
Subadministration Agreement terminates before the end of any month, the fees for
the period from that date to the end of that month or from the beginning of that
month to the date of termination, as the case may be, shall be prorated
according to the proportion which the period bears to the full month in which
the effectiveness or termination occurs. For purposes of calculating the
monthly fees, the value of the net assets of a Fund shall be computed in the
manner specified in the Fund's prospectus for the computation of net asset
value. For purposes of this Agreement, a "business day" is any day on which the
New York Stock Exchange is open for trading.
5. The Subadministrator assumes no responsibility under this
Subadministration Agreement other than to render the services called for
hereunder, and specifically assumes no responsibilities for investment advice or
the investment or reinvestment of the assets of the Funds.
6. The Subadministrator shall exercise its best judgment in rendering the
services pursuant to this Subadministration Agreement. The Subadministrator
shall not be liable for any error of judgment or for any loss suffered by the
Administrator or the Funds in connection with the matters to which this
Subadministration Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of
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its obligations and duties under this Subadministration Agreement.
7. All records required to be maintained and preserved by the Funds
pursuant to the provisions or rules or regulations of the Securities Exchange
Commission under Section 31(a) of the 1940 Act and maintained and preserved by
the Subadministrator on behalf of the Administrator or the Funds, including any
such records maintained by the Subadministrator in connection with the
performance of its obligations hereunder, are the property of the Funds and
shall be surrendered by the Subadministrator promptly on request by the
Administrator or the Funds; provided, that the Subadministrator at its own
expense may make and retain copies of any such records.
8. This Subadministration Agreement shall continue in effect until
terminated; provided, however, that this Agreement may be terminated by the
Administrator at any time, without the payment of any penalty, or by the
Administrator at any time, without the payment of any penalty, upon sixty (60)
days' written notice to the other party. This Subadministration Agreement shall
terminate automatically in the event of its assignment (as defined in the 1940
Act).
9. Nothing in this Subadministration Agreement shall limit or restrict
the right of any director, officer or employee of the Subadministrator who may
also be a Director, officer or employee of the Administrator or the Company to
engage in any other business or to devote his time and attention in part to the
management or other aspects of any business, whether of a similar or a
dissimilar nature, nor limit or restrict the right of the Subadministrator to
engage in any other business or to render services of any kind to any other
business or to render services of any kind to any other corporation, trust,
firm, individual or association.
10. This Subadministration Agreement may be amended by mutual written
consent.
11. Any notice or other communication required to be given pursuant to
this Subadministration Agreement shall be deemed duly given if delivered or
mailed by registered mail, postage prepaid, (1) to the Subadministrator at 00
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Secretary; or (2) to the
Administrator at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Secretary.
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12. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
NEW YORK LIFE INSURANCE COMPANY
By: ______________________________
Name: Xxxxxxxxx X. Xxxxx
Title: Senior Vice President
NYLIFE DISTRIBUTORS INC.
By: ______________________________
Name: Xxxxxxx X. Xxxx
Title: President and CEO
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