FORM OF AMENDMENT TO AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
FORM
OF
AMENDMENT
TO
AMENDED
AND RESTATED
This
Amendment to the Amended and Restated Transfer Agency and Service Agreement
(“Amendment”) is made as of the [….] day of [….], 2009, 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
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 Agreement.
NOW, THEREFORE, the parties
agree as follows:
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(i)
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effective
as of […..], 2009, the MainStay Funds Trust, a Delaware statutory trust,
is added as a party to the Agreement;
and
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(ii)
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effective
[…..], 2009, the Transfer Agency Fee Schedule is hereby amended by
deleting it in its entirety and replacing it with the Schedule attached
hereto.
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IN WITNESS HEREOF, the parties
hereto have caused this Amendment to be executed by their duly authorized
officers and attested as of this [….] day of [….], 2009.
THE
MAINSTAY FUNDS
By:
_________________________
Name: Xxxxxxx
X. Xxxxxx
Title: President
ECLIPSE
FUNDS
By:
_________________________
Name: Xxxxxxx
X. Xxxxxx
Title: President
ECLIPSE
FUNDS INC.
By:
_________________________
Name: Xxxxxxx
X. XxxxxxTitle: President
ICAP
FUNDS, INC.
By:
_________________________
Name: Xxxxxxx
X. XxxxxxTitle: President
By:
_________________________
Name: Xxxxxxx
X. XxxxxxTitle: President
NYLIM
SERVICE COMPANY LLC
By:
_________________________
Name: Xxxxx
X. XxxxxxTitle: President
and Chief Executive Officer
TRANSFER
AGENCY FEE SCHEDULE
As
Amended on [……], 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
Capital Appreciation Fund
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$24.34
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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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MainStay
Mid Cap Growth Fund
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$24.34
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MainStay
Mid Cap Value Fund
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$24.34
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MainStay
Small Cap Growth Fund
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$24.34
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MainStay
Value 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
Institutional Bond 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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MainStay
Total Return Fund
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$28.86
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MONEY
MARKET FUND
|
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
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ECLIPSE
FUNDS
|
EQUITY
FUNDS
|
ACCOUNT
RATES
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MainStay
Mid Cap Core Fund
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$24.34
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MainStay
Small Company Value 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
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ECLIPSE FUNDS
INC.
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EQUITY
FUNDS
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ACCOUNT
RATES
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MainStay
All Cap Growth Fund
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$24.34
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MainStay
Conservative Allocation 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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MainStay
Floating Rate Fund
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$28.86
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MainStay
Income Manager 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
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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 Fund
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$24.34
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MainStay
Epoch Global Choice Fund
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$24.34
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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
Xxxxxxxxxxx’x 529 Product currently uses
three 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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MainStay
Mid Cap Growth 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
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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:
_________________________
Name: Xxxxxxx
X. XxxxxxTitle: President
ECLIPSE
FUNDS
By:
_________________________
Name: Xxxxxxx
X. XxxxxxTitle: President
ECLIPSE
FUNDS INC.
By:
_________________________
Name: Xxxxxxx
X. XxxxxxTitle: President
ICAP
FUNDS, INC.
By:
_________________________
Name: Xxxxxxx
X. XxxxxxTitle: President
By:
_________________________
Name: Xxxxxxx
X. XxxxxxTitle: President
NYLIM
SERVICE COMPANY LLC
By:
_________________________
Name: Xxxxx
X. XxxxxxTitle: President
and Chief Executive Officer
