First Amendment to Amended and Restated Master Delegation Agreement
Exhibit g 2 a
First Amendment to Amended and Restated Master Delegation Agreement
This First Amendment to Amended and Restated Master Delegation Agreement (the “Amendment”) is made and entered into as of April 29, 2011 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, and State Street Bank and Trust Company, a Massachusetts trust company (the “Delegate”).
Witnesseth:
Whereas, the Funds and the Delegate are parties to that certain Amended and Restated Master Delegation Agreement dated as of January 1, 2011 (the “Agreement”); and
Whereas, effective April 29, 2011, one of the Funds, MainStay VP Series Fund, Inc., a Maryland corporation, will be reorganized into MainStay VP Funds Trust, a Delaware statutory trust; and
Whereas, the Funds and the Delegate desire to amend the Agreement to reflect the reorganization.
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 Delegate hereby agree as follows:
| 1. | As of the date hereof, MainStay VP Series Fund, Inc. will cease to be a party to the Agreement. |
| 2. | As of the date hereof, the Delegate will act as delegate under the terms of the Agreement for MainStay VP Funds Trust. |
| 3. | Each Fund and the Delegate hereby confirms its representations and warranties set forth in Section 3 of the Agreement. |
| 4. | Appendix A to the Agreement shall be replaced in its entirety by the Appendix A dated April 29, 2011 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. |
| 1 |
Exhibit g 2 a
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
By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President
ECLIPSE FUNDS INC.
By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President
THE MAINSTAY FUNDS
By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President
MAINSTAY VP FUNDS TRUST
By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President
By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxxx X. Rogers_____ Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President |
| 2 |
Exhibit g 2 a
Appendix A
to the
Amended and Restated Master Delegation Agreement
(as of April 29, 2011)
| 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 |
| 3 |
Exhibit g 2 a
| MainStay VP Funds Trust |
MainStay VP Balanced Portfolio MainStay 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 |
| 4 |
Exhibit g 2 a
| MainStay Funds Trust |
MainStay Cash Reserves Fund 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 S&P 500 Index Fund MainStay Short Term Bond Fund MainStay 130/30 International Fund |
| 5 |
