MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • June 26th, 2012 • MainStay DefinedTerm Municipal Opportunities Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of October 5, 2009, is by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to
UNDERWRITING AGREEMENTUnderwriting Agreement • June 26th, 2012 • MainStay DefinedTerm Municipal Opportunities Fund • New York
MainStream DefinedTerm Municipal Opportunities Fund, a Delaware statutory trust (the "Fund") and the Fund's manager, New York Life Investment Management LLC, a Delaware limited liability company (the "Manager") and its investment sub-advisor, MacKay Shields LLC, a Delaware limited liability company (the "Sub-Advisor" and together with the Manager, the "Advisers") each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), [NAME OF OTHER LISTED UNDERWRITERS] ("[ABBREVIATED NAME OF EACH OTHER REPRESENTATIVE]") and each of the other Underwriters named in Schedule A hereto (collectively, the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, [ABBREVIATED NAME OF EACH OTHER REPRESENTATIVE] are acting as representatives (in such capacity, the "Representative(s)"), with respect to (i) the sale by the Fund and the purchase by the Underwriters, acting severall
Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters New York, N.Y. 10800 FORM OF STANDARD DEALER AGREEMENTDealer Agreement • June 26th, 2012 • MainStay DefinedTerm Municipal Opportunities Fund • New York
In connection with public offerings of securities underwritten by us, or by a group of underwriters (the “Underwriters”) represented by us, you may be offered the opportunity to purchase a portion of such securities, as principal, at a discount from the offering price representing a selling concession or reallowance granted as consideration for services rendered by you in the sale of such securities. We request that you agree to the following terms and provisions, and make the following representations, which, together with any additional terms and provisions set forth in any wire or letter sent to you in connection with a particular offering, will govern all such purchases of securities and the reoffering thereof by you.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 26th, 2012 • MainStay DefinedTerm Municipal Opportunities Fund • New York
STRUCTURING FEE AGREEMENT (the "Agreement"), dated as of June [●], 2012, by and among Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and New York Life Investment Management LLC (the "Manager") and MacKay Shields LLC (the "Sub-Advisor," and rogether with the Manager, the "Advisers".
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 26th, 2012 • MainStay DefinedTerm Municipal Opportunities Fund • New York
This agreement is between New York Life Investment Management LLC (the "Manager"), MacKay Shields LLC (the "Sub-Advisor," and together with the Manager, the "Advisers") and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to the MainStay DefinedTerm Municipal Opportunities Fund (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 26th, 2012 • MainStay DefinedTerm Municipal Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated June [●], 2012 (the "Underwriting Agreement"), by and among MainStay DefinedTerm Municipal Opportunities Fund (the "Fund"), New York Life Investment Management LLC (the "Manager"), MacKay Shields LLC (the "Sub-Advisor," and together with the Manager, the "Advisers") and each of the Underwriters named therein (the "Underwriters"), severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.001 (the "Common Shares"), as described therein (the "Offering"). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 26th, 2012 • MainStay DefinedTerm Municipal Opportunities Fund • New York
STRUCTURING FEE AGREEMENT (the "Agreement"), dated as of June [●], 2012, between Raymond James & Associates, Inc. ("Qualifying Underwriter"), New York Life Investment Management LLC (the "Manager"), MacKay Shields LLC (the "Sub-Advisor," and together with the Manager, the "Advisers").
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • June 26th, 2012 • MainStay DefinedTerm Municipal Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated June [•], 2012 (the "Underwriting Agreement"), by and among MainStay DefinedTerm Municipal Opportunities Fund (the "Fund"), the Fund's manager, New York Life Investment Management LLC (the "Manager"), the Fund's sub-advisor, MacKay Shields LLC (the "Sub-Advisor," and together with the Manager, the "Advisers"), and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of the Fund’s Common Shares (as defined below) (the "Offering"), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
